Common use of Paying Agent to Hold Money Clause in Contracts

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying 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 or the Holders, it being understood that the obligation to make payment lies solely with the Issuer. 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. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee The Issuers will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall require each Paying Agent that is (other than the Trustee or an Affiliate of the Trustee) not a party to this Indenture and that is not an Affiliate of the Trustee to agree in writing that such Paying Agent shall will hold in trust for the benefit of Holders or the Trustee all money held by such the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on on, the Notes), shall and will notify the Trustee in writing of any default Default by the Issuer or any Guarantor Issuers in making any such payment and shall during the continuance of payment. While any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch Default continues, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such may require a Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the to pay all money held by it as Paying Agent and hold it as a separate trust fundto the Trustee. The Issuer Issuers at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound Upon payment over to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary one of the Issuertheir Subsidiaries) shall will have no further liability for the money delivered to money. If the Trustee Issuers or the Holdersone of their Subsidiaries acts as Paying Agent, it being understood that will segregate and hold in a separate trust fund for the obligation to make payment lies solely with benefit of the IssuerHolders all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to any Issuer or such Subsidiary (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar proceeding laws affecting the rights of creditors generally), the Paying Agent will serve as an agent of the Trustee. The Issuers shall, before 10:00 a.m. London time on the day on which the appropriate Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the appropriate Paying Agent the payment instructions relating to such payment. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to the Issuer, the Trustee shall serve as payments or disbursements to be made by such Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Notesrespective times set forth in this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment.

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall will require each Paying Agent that is not a party (excluding, for the avoidance of doubt, the Issuer in its capacity as initial Paying Agent), prior to this Indenture and that is not an Affiliate of the Trustee such appointment, to agree in writing and the Issuer, solely in its capacity as Paying Agent, hereby agrees, that such Paying Agent shall hold all money held by the Paying Agent for the payment of the principal of, Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders or the Trustee all money held by Trustee, and that such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor other obligor of the Notes in making any such payment and shall at any time during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch default, upon the written request of the Trustee, forthwith deliver pay to the Trustee all sums so held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereofAgent. If payment on any Note is not made when it becomes due and payable, the Paying Agent (if other than the Issuer) shall promptly notify the Issuer or a Subsidiary of the Issuer acts as Paying Agent, that it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundhas failed to make such payment. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issueran Affiliate thereof) shall will have no further liability for the money delivered to the Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuermoney. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar proceeding with respect to laws affecting the Issuerrights of creditors generally), the Trustee shall (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes.. A Paying Agent (if other than the Issuer or an Affiliate thereof) shall not be obliged to make payments pursuant to

Paying Agent to Hold Money. By no No later than 10:00 a.m. (London time) New York time on each due date of the date on which any principal of, premium, interest and premium (if any, or interest ) on any Note is due and payableNote, the Issuer shall deposit with the appropriate Paying Agent (or if the Issuer or a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option Restricted Subsidiary of the Issuer is acting as Paying Agent, payment of interest segregate and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by Persons entitled thereto) a sum sufficient to pay such principal, interest and premium (if any) when so becoming due and, subject to receipt of such monies, the Paying Agent for the shall make payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together accordance with a full accounting thereofthis Indenture. If the Issuer or a Restricted Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer shall before 10:00 am (New York time), on the Business Day prior to the day on which the Paying Agent is to receive payment, or such other day and time as may be agreed between the Issuer and the Paying Agent, procure that the bank effecting payments for it confirms by fax or tested SWIFT MT100 message to the Paying Agent the irrevocable payment instructions relating to such payment. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee or such entity designated by the Trustee for this purpose and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.42.05, 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. For the avoidance of doubt, the Paying Agent and the Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuer. Upon any bankruptcy, reorganization or similar proceeding shall be held harmless and have no liability with respect to payments or disbursements to be made by the Issuer, the Trustee shall serve as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Notesrespective times set forth in this Section 2.05, (ii) and until they have confirmed receipt of funds sufficient to make the relevant payment.

Paying Agent to Hold Money. By no later than Prior to 10:00 a.m. am (London London, England time) on the each due date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest on any Notes, the Issuer shall deposit with respect to the Notes represented by one or more Global Notes registered Principal Paying Agent money in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes and subject to the clearing systems who will then transfer receipt of such money, the Principal Paying Agent shall make payment to on the accounts specified by the Holder or Holders thereofNotes in accordance with this Indenture. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of 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 such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer at any time may require a Paying Agent (other than to the extent such Paying Agent is not the Trustee) to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Issuer or any Affiliate of the HoldersIssuer acts as Paying Agent, it being understood that shall, on or before each due date of any principal, premium, if any, or interest on the obligation Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to make payment lies solely with the Issuer. Upon any bankruptcypay such principal, reorganization premium, if any, or similar proceeding with respect interest so becoming due until such sum of money shall be paid to the Issuersuch Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee shall serve as Paying Agent for the Notesof its action or failure to act.

Paying Agent to Hold Money. By no later than Prior to 10:00 a.m. am (London London, England time) on the at least one Business Day prior to each due date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest on any Notes, the Issuer shall deposit with respect to the Notes represented by one or more Global Notes registered Principal Paying Agent money in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes and subject to the clearing systems who will then transfer receipt of such money, the Principal Paying Agent shall make payment to on the accounts specified by the Holder or Holders thereofNotes in accordance with this Indenture. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of 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 such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer at any time may require a Paying Agent (other than to the extent such Paying Agent is not the Trustee) to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Issuer or any Affiliate of the HoldersIssuer acts as Paying Agent, it being understood that shall, on or before each due date of any principal, premium, if any, or interest on the obligation Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to make payment lies solely with the Issuer. Upon any bankruptcypay such principal, reorganization premium, if any, or similar proceeding with respect interest so becoming due until such sum of money shall be paid to the Issuersuch Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee shall serve as Paying Agent for the Notesof its action or failure to act.

Paying Agent to Hold Money. By no Not later than 10:00 a.m. 9:00 am (London time) on the Business Day prior to each due date on which any of the principal of, (including the PIK Interest) and premium, if any, or interest on any Note is due and payableNotes, the Issuer shall deposit with the Paying Agent a sum sufficient money in immediately available funds in euros, sufficient to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to PIK Interest so becoming due on the Notes represented by one or more Global Notes registered in due date for payment under the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereofNotes. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of 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 such the Paying Agent for the payment of principal of, premium, if any, or interest and PIK Interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer at any time may require a Paying Agent (other than to pay all money held by it to the Trustee) Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Issuer or any Affiliate of the HoldersIssuer acts as Paying Agent, it being understood that shall, on or before each due date of any principal, premium, if any, or interest on the obligation Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to make payment lies solely with 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 IssuerTrustee of its action or failure to act. Upon any bankruptcyFor the avoidance of doubt, reorganization or similar proceeding 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 Issuer, the Trustee shall serve as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Notesrespective times set forth in this Section 2.04, (ii) and until they have confirmed receipt of funds sufficient to make the relevant payment.

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall will require each Paying Agent that is not a party (excluding, for the avoidance of doubt, the Issuer in its capacity as initial Paying Agent), prior to this Indenture and that is not an Affiliate of the Trustee such appointment, to agree in writing and the Issuer, solely in its capacity as Paying Agent, hereby agrees, that such Paying Agent shall hold all money held by the Paying Agent for the payment of the principal of, Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders or the Trustee all money held by Trustee, and that such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor other obligor of the Notes in making any such payment and shall at any time during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch default, upon the written request of the Trustee, forthwith deliver pay to the Trustee all sums so held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereofAgent. If payment on any Note is not made when it becomes due and payable, the Paying Agent (if other than the Issuer) shall promptly notify the Issuer or a Subsidiary of the Issuer acts as Paying Agent, that it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundhas failed to make such payment. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issueran Affiliate thereof) shall will have no further liability for the money delivered to the Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuermoney. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar proceeding with respect to laws affecting the Issuerrights of creditors generally), the Trustee shall (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes.. A Paying Agent (if other than the Issuer or an Affiliate thereof) shall not be obliged to make payments pursuant to‌

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which The Issuer will require any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium (other than the Trustee or interest when due or at the option an Affiliate of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall require each Paying Agent that is Trustee) not a party to this Indenture and that is not an Affiliate of the Trustee to agree in writing that such the Paying Agent shall will hold in trust for the benefit of Holders or the Trustee all money held by such the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, or interest on on, the Notes Notes, and will notify the Trustee (whether such assets have been distributed to it in writing) of any Default by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of payment. While any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch Default continues, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such may require a Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the to pay all money held by it as Paying Agent and hold it as a separate trust fundto the Trustee. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound Upon payment over to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4Trustee, the Paying Agent (if other than the Issuer or a Subsidiary of the IssuerSubsidiary) shall will have no further liability for the money delivered to money. If the Trustee Issuer or the Holdersa Subsidiary acts as Paying Agent, it being understood that will segregate and hold in a separate trust fund for the obligation to make payment lies solely with benefit of the IssuerHolders all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar proceeding with respect laws affecting the rights of creditors generally), to the Issuer, extent permitted by law the Trustee shall or any entity designated by it may serve as Paying Agent for the Notes. The Issuer shall before 10:00 a.m. London time on the Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Paying Agent and the Trustee the payment instructions relating to such payment. 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 (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and Section 2.14; and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment.

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on Whenever the Company has one or more Paying Agents it shall, prior to each due date on which any principal of, premium, if any, of the Principal of or interest on on, any Note is due and payableNotes, the Issuer shall deposit with the a Paying Agent a sum sufficient in immediately available funds to pay such principal, premium the Principal or interest when so becoming due and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed failure so to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereofact. The Issuer Company shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of other than the Trustee to agree in writing writing, and each Paying Agent which is a party to this Indenture, by its execution hereof, hereby agrees, that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, Principal or interest on the Notes (whether Notes, and that such assets have been distributed to it by the Issuer or other obligors on the Notes), Paying Agent shall notify the Trustee in writing of any default Default by the Issuer Company or any Guarantor other obligor of the Notes in making any such payment and shall at any time during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch Default, upon the written request of the Trustee, forthwith deliver pay to the Trustee all sums so held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereofAgent. If the Issuer Company or a Subsidiary one of the Issuer its Restricted Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders of the Notes all money held by it as Paying Agent and hold it as a separate trust fundAgent. The Issuer Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4so doing, the Paying Agent (if other than the Issuer Company or a Restricted Subsidiary of the IssuerCompany) shall have no further liability for the money delivered to the Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuersuch money. Upon any bankruptcy, bankruptcy or reorganization or similar proceeding with respect proceedings relating to the IssuerCompany, the Trustee shall serve as Paying Agent for the Notes. A Paying Agent shall not be obligated to pay the Holders of the Notes (or make any other payment) unless and until such time as it has confirmed receipt of funds sufficient to make the relevant payment. The Paying Agent shall be entitled to deal with money paid to it by the Company for the purposes of this Indenture in the same manner as other money paid to a banker by its customers and shall not be liable to account to the Company for any interest or other amounts in respect of the money.

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall will require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of other than the Trustee to agree in writing that such the Paying Agent shall will hold in trust for the benefit of Holders or the Trustee all money held by such the Paying Agent for the payment of principal ofprincipal, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall and will notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of payment. While any such default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notescontinues, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such may require a Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the to pay all money held by it as Paying Agent and hold it as a separate trust fundto the Trustee. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawTrustee. Upon complying with this Section 2.4payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary of the IssuerSubsidiary) shall will have no further liability for the money delivered to money. If the Trustee Issuer or the Holdersa Subsidiary acts as Paying Agent, it being understood that will segregate and hold in a separate trust fund for the obligation to make payment lies solely with benefit of the IssuerHolders all money held by it as Paying Agent. Upon any bankruptcy, bankruptcy or reorganization or similar proceeding with respect proceedings relating to the Issuer, the Trustee shall and Deutsche Bank AG, London Branch will serve as Paying Agent Agents for the Notes. Money held by a Paying Agent need not be segregated, except as required by law, and in no event shall any Paying Agent be liable for interest on any money received by it hereunder. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Indenture and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. The Registrar will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. The Issuer will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders. Neither the Trustee nor any of its Agents will have any responsibility or be liable for any aspect of the records in relation to, or payments made on account of, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Paying Agent to Hold Money. By no Not later than 10:00 a.m. (London London, England time) on the , one Business Day prior to each due date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest on any Notes, the Issuer shall deposit with respect the Principal Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes, provided that if the Issuer is permitted and has elected to pay interest or Additional Amounts, if any, through the issuance of PIK Notes in accordance with Section 2.01(d), the Issuer may issue on such date, and each Person then entitled to payment of interest (or Additional Amount) shall accept, PIK Notes in a principal amount, and in a currency, equal to such interest amount (or Additional Amount) in incre- ments of $1 in the case of Dollar Notes or €1 in the case of Euro Notes, rounded up or down to the closest full dollar or euro, as applicable, and such PIK Notes represented by one or more Global Notes shall be registered in the name of the Common Depositary Holder of the Note with respect to which they are issued or its nominee will be made by wire transfer of immediately available funds nominee. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the clearing systems who will then transfer Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such payment money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Pay- ing Agent shall remit such money to the accounts specified by Holders on the Holder or relevant due date for payment, unless such remit-‌ tance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders thereofon the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Princi- pal 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 that is not a party to this Indenture and that is not an other than the Trustee or any Affiliate of the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer at any time may require a Paying Agent (other than to pay all money held by it to the Trustee) Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Issuer or any Affiliate of the HoldersIssuer acts as Paying Agent, it being understood 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. The Issuer shall before 10:00 a.m. (London time), on the second Business Day prior to the day on which the Principal Paying Agent is to receive payment, procure that the obligation bank effecting payment for it confirms by authenticated SWIFT message to make the Principal Paying Agent the payment lies solely instructions relat- ing to such payment. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a xxxxx- xxxxx or to satisfy and discharge this Indenture in accordance with the Issuer. Upon any bankruptcyprovisions of Article 8, reorganization or similar proceeding with respect notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the Issuercon- trary), the Trustee shall serve to act thereafter as Paying Agent for of the NotesTrustee and not the Issuer in relation to any amounts depos- ited with it in accordance with the provisions of Article 8.

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall will require each Paying Agent that is (other than the Trustee or an Affiliate of the Trustee) not a party to this Indenture and that is not an Affiliate of the Trustee to agree in writing that such the Paying Agent shall will hold in trust for the benefit of Holders or the Trustee all money held by such the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, or interest on on, the Notes (whether such assets have been distributed to it Senior Secured Notes, and will notify the Trustee of any Default by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of payment. While any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch Default continues, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such may require the Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the to pay all money held by it as Paying Agent and hold it as a separate trust fundto the Trustee. The Issuer at any time may require a the Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound Upon payment over to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4Trustee, the Paying Agent (if other than the Issuer or a Subsidiary of the IssuerSubsidiary) shall will have no further liability for the money delivered to money. If the Trustee Issuer or the Holdersa Subsidiary acts as Paying Agent, it being understood that will segregate and hold in a separate trust fund for the obligation to make payment lies solely with benefit of the IssuerHolders all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar proceeding with respect to laws affecting the Issuerrights of creditors generally), the Trustee shall will serve as Paying Agent for the Senior Secured Notes. The Issuer shall before 10:00 a.m., New York time, on the Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Paying Agent and the Trustee the payment instructions relating to such payment. 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 (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. Holder Lists. The Registrar will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee or the Paying Agent is not the Registrar, the Issuer will furnish to the Trustee and the Paying Agent at least two Business Days before each interest payment date and at such other times as the Trustee or the Paying Agent may request in writing, a list of the names and addresses of the Holders of Senior Secured Notes in such form and as of such date as the Trustee or the Paying Agent may reasonably require. Transfer and Exchange.

Paying Agent to Hold Money. By no Not later than 10:00 11:00 a.m. (London time) on time one day prior to each due date of the date on which any principal ofprincipal, premium, if any, or and interest on any Note is due and payableNotes, the Issuer shall deposit with the Paying Agent a sum sufficient money in immediately available funds sufficient to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to so becoming due on the Notes represented by one or more Global Notes registered in due date for payment under the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereofNotes. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not other than the Trustee or an Affiliate affiliate of the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or and the Trustee all money held by such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer at any time may require a Paying Agent (other than to pay all money held by it to the Trustee) Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Issuer or the Holdersany of its Subsidiaries acts as Paying Agent, it being understood 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. The Issuer shall on the Business Day prior to the day on which the Paying Agent is to receive any payment of principal, premium, if any, and interest on the Notes, procure that the obligation bank effecting payment for the Issuer confirms by tested Swift MT199 message, email (or equivalent message) to make the Paying Agent that the payment lies solely with instructions relating to such payment have been sent to the IssuerPaying Agent. Upon any bankruptcyFor the avoidance of doubt, reorganization or similar proceeding 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 Issuer, the Trustee shall serve as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Notesrespective times set forth in this Section 2.04; and (ii) until the Paying Agent and Trustee have confirmed receipt of funds sufficient to make such relevant payment.

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of other than the Trustee to agree in writing that such the Paying Agent shall will hold in trust for the benefit of Holders or the Trustee all money held by such the Paying Agent for the payment of principal ofprincipal, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall and will notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment payment. Money held by a Paying Agent need not be segregated, except as required by law, and in no event shall during any Paying Agent be liable for interest on any money received by it hereunder. For the continuance avoidance of doubt, any default funds held by the Issuer (or Paying Agent as banker are not subject to UK FSA Client Money Rules. While any other obligor upon the Notes) in the making of any payment in respect of the Notessuch default continues, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such may require a Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the to pay all money held by it as Paying Agent and hold it as a separate trust fundto the Trustee. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Upon payment over to the Trustee, the Paying Agent shall not be bound will have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to make the Issuer, The Bank of New York Mellon, London Branch will serve as Paying Agent for the Notes. Notwithstanding any payments unless and until it is satisfied that it has received from other provision of this Indenture, the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net a deduction or withholding from any payment which it makes under this Indenture for or on account of any taxes FATCA Withholding Tax, or sums required by virtue of the relevant holder failing to be withheld satisfy any certification or deducted by applicable law. Upon complying with this Section 2.4other requirements in respect of the Notes under FATCA, in which event the Paying Agent (if other than shall make such payment after such withholding or deduction has been made and shall account to the Issuer relevant authorities for the amount(s) so withheld or a Subsidiary deducted. For the avoidance of doubt, the Issuer) Principal Paying Agent shall have no further liability for obligation to gross up any payment hereunder or pay any additional amount or otherwise indemnify a Holder as a result of such withholding tax. The Issuer hereby covenants with the money delivered Paying Agent, to the Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuer. Upon any bankruptcy, reorganization or similar proceeding with respect extent such information is available to the Issuer, that it will provide the Trustee shall serve as Paying Agent for with sufficient information so as to enable the Notes.Paying Agent to determine whether any payments to be made by it under or pursuant to this Indenture are withholdable payments as defined in section 1473(1) of the Code or otherwise defined in FATCA. For the purposes of this Section 2.04:

Paying Agent to Hold Money. By no Not later than 10:00 a.m. 9:00 am (London time) on the Business Day prior to each due date on which any principal ofof the principal, premium, if any, or and interest on any Note is due and payableNotes, the Issuer shall deposit with the Paying Agent a sum sufficient money in immediately available funds in euros, sufficient to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to so becoming due on the Notes represented by one or more Global Notes registered in due date for payment under the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereofNotes. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of 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 such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer at any time may require a Paying Agent (other than to pay all money held by it to the Trustee) Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Issuer or any Affiliate of the HoldersIssuer acts as Paying Agent, it being understood that shall, on or before each due date of any principal, premium, if any, or interest on the obligation Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to make payment lies solely with 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. At the Issuer's written request, the Paying Agent will complete for an Interest Payment Date the supplementary annex set forth in Exhibit D hereto. Upon The Paying Agent shall have no duty or responsibility to comply with any bankruptcytax obligations arising out of this Indenture and shall not be liable for any amounts owed to any person, reorganization entity or similar proceeding government authority due to its failure to properly complete the supplementary annex referred to in Exhibit D. 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 Issuer, the Trustee shall serve as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Notesrespective times set forth in this Section 2.04, (ii) and until they have confirmed receipt of funds sufficient to make the relevant payment.

Paying Agent to Hold Money. By no Not later than 10:00 11:00 a.m. (London New York City time) on the each due date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest on any Notes, the Company shall deposit with respect to the Notes represented by one or more Global Notes registered Paying Agent money in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds sufficient to the clearing systems who will then transfer pay such payment to the accounts specified by the Holder or Holders thereofprincipal, premium, if any, and interest so becoming due. The Issuer Company shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of 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 such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer Company or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer Company (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer Company at any time may require a Paying Agent (other than to pay all money held by it to the Trustee) Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Company or any Subsidiary of the HoldersCompany or any Affiliate of any of them acts as Paying Agent, it being understood that will, on or before each due date of any principal of, premium, if any, or interest on the obligation Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to make payment lies solely with the Issuer. Upon any bankruptcypay such principal, reorganization premium, if any, or similar proceeding with respect interest so becoming due until such sum of money shall be paid to the Issuersuch Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee shall serve as Paying Agent for the Notesof its action or failure to act.

Paying Agent to Hold Money. By no Not later than 10:00 11:00 a.m. (London New York, New York time) ), with respect to the Dollar Notes, and not later than 11:00 a.m. (London, England time), with respect to the Euro Notes, in each case, on each due date of the date on which any principal of, premium, if any, or and interest on any Note is due and payableNotes, the Issuer Company shall deposit with the applicable Paying Agent a sum sufficient money in immediately available funds sufficient to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principalprincipal of, premium, if any, and interest with respect to so becoming due on the Notes represented by one or more Global Notes registered in due date for payment under the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereofNotes. The Issuer Company shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of other than the Trustee or the other agents party hereto 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 such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer Company or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer Company (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer Company at any time may require a Paying Agent (other than to pay all money held by it to the Trustee) Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Company or any Affiliate of the HoldersCompany acts as Paying Agent, it being understood that shall, on or before each due date of any principal of, premium, if any, or interest on the obligation Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal of, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. For the avoidance of doubt, the Paying Agent shall not be obligated or liable to make any payment lies solely with of principal of, premium, if any, and interest on the Issuer. Upon any bankruptcy, reorganization or similar proceeding with respect Notes until such time that it has received funds from the Company sufficient to the Issuer, the Trustee shall serve as Paying Agent for the Notespay such payment.

Paying Agent to Hold Money. By no No later than 10:00 a.m. (London time) time on the Business Day prior to each due date on which any of the principal of, premium, interest and premium (if any, or interest ) on any Note is due and payableNote, the Issuer shall deposit with the appropriate Paying Agent (or if the Issuer or a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option Restricted Subsidiary of the Issuer is acting as Paying Agent, payment of interest segregate and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by Persons entitled thereto) a sum sufficient to pay such principal, interest and premium (if any) when so becoming due and, subject to receipt of such monies, the Paying Agent for the shall make payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together accordance with a full accounting thereofthis Indenture. If the Issuer or a Restricted Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee or such entity designated by the Trustee for this purpose and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.42.05, 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 or Trustee. The Issuer shall no later than 2:00 p.m. (London time) on the Holderssecond Business Day prior to the day on which the Paying Agent is to receive payment, it being understood procure that the obligation bank effecting payment for it confirms via fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx payment instructions relating to such payment. A Paying Agent shall not be obliged to pay the Holders of the Notes (or make any other payment) unless and until such time as it has confirmed receipt of funds sufficient to make payment lies solely with the Issuerrelevant payment. Upon any bankruptcyFor the avoidance of doubt, reorganization or similar proceeding 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 Issuer, the Trustee shall serve as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Notes.respective times set forth in this Section 2.05, (ii) and until they have confirmed receipt of funds sufficient to make the relevant payment.‌

Paying Agent to Hold Money. By no later than 10:00 Prior to 11:00 a.m. (London time) , on each due date of the date on which any principal of, premium, if any, or interest or Additional Amounts on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in Euro in immediately available funds to pay such principal, premium premi-um or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereofdue. The Issuer shall require each the Paying Agent that is not a party to this Indenture and that is not an Affiliate of (other than the Trustee Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundfund for the benefit of the Trustee and the Holders. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying 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 or the Holders, it being understood that the obligation to make payment lies solely with the IssuerTrus-tee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes. The Paying Agent will hold all funds received pursuant hereto as banker and as a result, such money will not be held in accordance with the rules established by the United Kingdom’s Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to cli-ent money. The Paying Agent shall not be bound to make any payment pursuant to this Indenture unless and until it is has received in cleared funds the full amounts due from the Issuer or any Guarantor pursuant to this Section 2.4. The Issuer shall before 10:00 a.m. (London time), on the second Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx payment instructions relating to such payment.

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall will require each Paying Agent that is (other than the Trustee or an Affiliate of the Trustee) not a party to this Indenture and that is not an Affiliate of the Trustee to agree in writing that such the Paying Agent shall will hold in trust for the benefit of Holders or the Trustee all money held by such the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, or interest on on, the Notes (whether such assets have been distributed to it Second Lien Notes, and will notify the Trustee of any Default by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of payment. While any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch Default continues, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such may require the Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the to pay all money held by it as Paying Agent and hold it as a separate trust fundto the Trustee. The Issuer at any time may require a the Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound Upon payment over to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4Trustee, the Paying Agent (if other than the Issuer or a Subsidiary of the IssuerSubsidiary) shall will have no further liability for the money delivered to money. If the Trustee Issuer or the Holdersa Subsidiary acts as Paying Agent, it being understood that will segregate and hold in a separate trust fund for the obligation to make payment lies solely with benefit of the IssuerHolders all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar proceeding with respect to laws affecting the Issuerrights of creditors generally), the Trustee shall will serve as Paying Agent for the Second Lien Notes.. The Issuer shall before 10:00 a.m., New York time, on the Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Paying Agent and the Trustee the payment instructions relating to such payment. 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

Paying Agent to Hold Money. By no No later than 10:00 11:00 a.m. (London time) on time one Business Day prior to each due date of the date on which any principal of, premium, interest and premium (if any, or interest ) on any Note is due and payableNote, the Issuer shall deposit with the appropriate Paying Agent (or if the Issuer or a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option Restricted Subsidiary of the Issuer is acting as Paying Agent, payment of interest segregate and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by Persons entitled thereto) a sum sufficient to pay such principal, interest and premium (if any) when so becoming due and, subject to receipt of such monies, the Paying Agent for the shall make payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together accordance with a full accounting thereofthis Indenture. If the Issuer or a Restricted Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer shall before 10:00 am London time, on the Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx irrevocable payment instructions relating to such payment. The Issuer and the Trustee at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee or such entity designated by the Trustee for this purpose and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.42.05, 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. For the avoidance of doubt, the Paying Agent and the Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuer. Upon any bankruptcy, reorganization or similar proceeding shall be held harmless and have no liability with respect to payments or disbursements to be made by the Issuer, the Trustee shall serve as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Notesrespective times set forth in this Section 2.05, (ii) and until they have confirmed receipt of funds sufficient to make the relevant payment.

Paying Agent to Hold Money. By no Not later than 10:00 a.m. 9:00 am (London time) on the Business Day prior to each due date on which any principal ofof the principal, premium, if any, or and interest on any Note is due and payableNotes, the Issuer shall deposit with the Paying Agent a sum sufficient money in immediately available funds in dollars or euros, as applicable, sufficient to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to so becoming due on the Notes represented by one or more Global Notes registered in due date for payment under the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereofNotes. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of 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 such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer at any time may require a Paying Agent (other than to pay all money held by it to the Trustee) Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Issuer or any Affiliate of the HoldersIssuer acts as Paying Agent, it being understood that shall, on or before each due date of any principal, premium, if any, or interest on the obligation Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to make payment lies solely with 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. At the Issuer. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer’s written request, the Trustee shall serve as Paying Agent will complete for an Interest Payment Date the Notes.supplementary annex set forth in Exhibit D hereto. The Paying Agent shall have no duty or responsibility to comply with any tax obligations arising out of this Indenture and shall not be liable for any amounts owed to any person, entity or government authority due to its failure to properly complete the supplementary annex referred to in Exhibit D.

Paying Agent to Hold Money. By No later than 10:00 a.m. London time, with respect to the Euro Notes, and no later than 10:00 a.m. (London New York time) , with respect to the Dollar Notes, on the Business Day prior to each due date on which any principal ofof the principal, interest and premium, if any, or interest and Additional Amounts on any Note is due and payableNote, the Issuer Issuers shall deposit with the appropriate Paying Agent (or if the Issuers or a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option Restricted Subsidiary of the Issuers are acting as Paying Agent, payment of interest segregate and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by Persons entitled thereto) a sum sufficient to pay such principal, interest and premium, and Additional Amounts when so becoming due and, subject to receipt of such monies, the Paying Agent for the shall make payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together accordance with a full accounting thereofthis Indenture. If the Issuer Issuers or a Restricted Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer Issuers shall before 10:00 a.m. London time, with respect to the Euro Notes, and no later than 10:00 a.m. New York time, with respect to the Dollar Notes, on the second Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx irrevocable payment instructions relating to such payment. The Issuers at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee or such entity designated by the Trustee for this purpose and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4‎Section 2.05, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered to money. For the avoidance of doubt, the Paying Agent and the #94579868v11 Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuer. Upon any bankruptcy, reorganization or similar proceeding shall be held harmless and have no liability with respect to payments or disbursements to be made by the Issuer, the Trustee shall serve as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Notesrespective times set forth in this ‎Section 2.05, (ii) and until they have confirmed receipt of funds sufficient to make the relevant payment.

Paying Agent to Hold Money. By no Not later than 10:00 a.m. 9:00 am (London time) on the Business Day prior to each due date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest on any Notes, the Issuers shall deposit with respect to the Notes represented by one or more Global Notes registered Paying Agent money in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds in dollars or euros, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the clearing systems who will then transfer such due date for payment to under the accounts specified by the Holder or Holders thereofNotes. The Issuer Issuers shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of 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 such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer Issuers or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer Issuers (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer Issuers at any time may require a Paying Agent (other than to pay all money held by it to the Trustee) Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Issuers or any Affiliate of the HoldersIssuers acts as Paying Agent, it being understood that shall, on or before each due date of any principal, premium, if any, or interest on the obligation Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to make payment lies solely 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. At either Issuer's written request, the Paying Agent will complete for an Interest Payment Date the supplementary annex set forth in Exhibit D hereto. The Paying Agent shall have no duty or responsibility to comply with any tax obligations arising out of this Indenture and shall not be liable for any amounts owed to any person, entity or government authority due to its failure to properly complete the Issuer. Upon any bankruptcysupplementary annex referred to in Exhibit D. For the avoidance of doubt, reorganization or similar proceeding 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 IssuerPaying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04, (ii) and until they have confirmed receipt of funds sufficient to make the relevant payment. Holders List. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee, in writing no later than the Record Date for each Interest Payment Date and at such other times as the Trustee shall serve may request in writing, a list in such form and as Paying Agent of such Record Date as the Trustee may reasonably require of the names and addresses of Holders, including the aggregate principal amount of Notes held by each Holder, which, for the avoidance of doubt, includes custodian holders of record of the Notes, including Euroclear and Clearstream.

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall will require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of (other than the Trustee in its capacity as Paying Agent), prior to such appointment, to agree in writing and the Issuer, solely in its capacity as Paying Agent, hereby agrees, that such Paying Agent shall hold all money held by the Paying Agent for the payment of the principal of, Make-Whole Premiums (if any), Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders or the Trustee all money held by Trustee, and that such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor other obligor of the Notes in making any such payment and shall at any time during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch default, upon the written request of the Trustee, Trustee,‌ forthwith deliver pay to the Trustee all sums so held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereofAgent. If payment on any Note is not made when it becomes due and payable, the Paying Agent (if other than the Issuer) shall promptly notify the Issuer or a Subsidiary of the Issuer acts as Paying Agent, that it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundhas failed to make such payment. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issueran Affiliate thereof) shall will have no further liability for the money delivered to the Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuermoney. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar proceeding with respect to laws affecting the Issuerrights of creditors generally), the Trustee shall (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes. A Paying Agent (if other than the Issuer or an Affiliate thereof) shall not be obliged to make payments pursuant to Sections 2.15 (Payments to be Made by Paying Agent; Deposit of Moneys) or Article 3 unless and until such time as it has confirmed receipt of funds sufficient to make the relevant payment.

Paying Agent to Hold Money. By no Not later than 10:00 a.m. 9:00 am (London time) on the Business Day prior to each due date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest on any Notes, the Issuers shall deposit with respect to the Notes represented by one or more Global Notes registered Paying Agent money in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds in dollars or euros, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the clearing systems who will then transfer such due date for payment to under the accounts specified by the Holder or Holders thereofNotes. The Issuer Issuers shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of 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 such the Paying Agent for the payment of principal of, premium, if any, or and interest on the Notes (whether such assets have money has been distributed paid to it by the Issuer Issuers or any other obligors obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer Issuers (or any other obligor upon on the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundpayment. The Issuer Issuers at any time may require a Paying Agent (other than to pay all money held by it to the Trustee) Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable lawdisbursed. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered so paid over to the Trustee Trustee. If the Issuers or any Affiliate of the HoldersIssuers acts as Paying Agent, it being understood that shall, on or before each due date of any principal, premium, if any, or interest on the obligation Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to make payment lies solely with 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. At either Issuer. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer’s written request, the Trustee shall serve as Paying Agent will complete for an Interest Payment Date the Notes.supplementary annex set forth in Exhibit D hereto. The Paying Agent shall have no duty or responsibility to comply with any tax obligations arising out of this Indenture and shall not be liable for any amounts owed to any person, entity or government authority due to its failure to properly complete the supplementary annex referred to in Exhibit D.

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall will require each Paying Agent that is not a party (excluding, for the avoidance of doubt, the Issuer in its capacity as initial Paying Agent), prior to this Indenture and that is not an Affiliate of the Trustee such appointment, to agree in writing and the Issuer, solely in its capacity as Paying Agent, hereby agrees, that such Paying Agent shall hold all money held by the Paying Agent for the payment of the principal of, Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders or the Trustee all money held by Trustee, and that such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor other obligor of the Notes in making any such payment and shall at any time during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch default, upon the written request of the Trustee, forthwith deliver pay to the Trustee all sums so held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereofAgent. If payment on any Note is not made when it becomes due and payable, the Paying Agent (if other than the Issuer) shall promptly notify the Issuer or a Subsidiary of the Issuer acts as Paying Agent, that it shall segregate the money held by it as Paying Agent and hold it as a separate trust fundhas failed to make such payment. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issueran Affiliate thereof) shall will have no further liability for the money delivered to the Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuermoney. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar proceeding with respect to laws affecting the Issuerrights of creditors generally), the Trustee shall (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes.. A Paying Agent (if other than the Issuer or an Affiliate thereof) shall not be obliged to make payments pursuant to Section

Paying Agent to Hold Money. By no later than 10:00 a.m. (London time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall will require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of (other than the Trustee in its capacity as Paying Agent), prior to such appointment, to agree in writing and the Issuer, solely in its capacity as Paying Agent, hereby agrees, that such Paying Agent shall hold all money held by the Paying Agent for the payment of the principal of, Make-Whole Premium (if any), Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders or the Trustee all money held by Trustee, and that such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor other obligor of the Notes in making any such payment and shall at any time during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notessuch default, upon the written request of the Trustee, forthwith deliver pay to the Trustee all sums so held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such the Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon complying with this Section 2.4doing so, the Paying Agent (if other than the Issuer or a Subsidiary of the Issueran Affiliate thereof) shall will have no further liability for the money delivered to the Trustee or the Holders, it being understood that the obligation to make payment lies solely with the Issuermoney. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar proceeding with respect to laws affecting the Issuerrights of creditors generally), the Trustee shall (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes.. A Paying Agent (if other than the Issuer or an Affiliate thereof) shall not be obliged to make payments pursuant to‌