Common use of Paying Agents; Discharge of Payment Obligations; Indemnity of Holders Clause in Contracts

Paying Agents; Discharge of Payment Obligations; Indemnity of Holders. (a) The Company may from time to time appoint one or more Paying Agents and may designate a Paying Agent as Principal Paying Agent under this Indenture and the Securities. By its execution and delivery of this Indenture, the Company hereby initially designates and appoints Chase Trust Company as Principal Paying Agent. Subject to Section 10.03, the Company may act as Paying Agent. (b) Unless the Company shall be acting as Paying Agent as provided in Section 10.03, the Company shall, by 10:00 A.M. New York time, no later than one Business Day prior to each interest payment date or principal payment date on any Securities (whether on maturity, redemption or otherwise) (each, a "Payment Date"), deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal, any premium, and interest when so becoming due (including any Additional Amounts). The Company shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date for any such payment an irrevocable confirmation (by tested telex or authenticated SWIFT MT 100 Message) of its intention to make such payment. The Principal Paying Agent shall arrange with all Paying Agents for the payment, from funds furnished by the Company or any Guarantor to the Trustee pursuant to this Indenture, of the principal, and premium, if any, and interest (including Additional Amounts, if any) on the Securities and of the compensation of such Paying Agents for their services as such. All Paying Agents will hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal, or premium, if any, of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 3.08 and the applicable provisions of Section 10.03, the Paying Agents shall have no further liability for the money delivered to the Trustee. (c) Any payment to be made in respect of the Securities or Guarantees by the Company or any Guarantor to or to the order of a Paying Agent shall be in satisfaction pro tanto of the obligations of the Company under the Securities. The Company shall indemnify the Holders against any failure on the part of any Paying Agent to pay any sum due in respect of the Securities and shall pay such sum to the Trustee on demand. This indemnity constitutes a separate and independent obligation from the other obligations of the Company under the Securities, shall give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by the Trustee and/or any holder of Securities and shall continue in full force and effect despite any judgment, order, claim, or proof for a liquidated amount in respect of any sum due under the Indenture, the Securities or any judgment or order.

Paying Agents; Discharge of Payment Obligations; Indemnity of Holders. (a) The Company Issuer may from time to time appoint one or more Paying Agents and may designate a Paying Agent as Principal Paying Agent paying agents under this Indenture and the SecuritiesNotes. By its execution and delivery of this Indenture, the Company Issuer hereby initially designates and appoints Chase Trust Company The Bank of New York Mellon, as Principal Paying Agent. Subject to Section 10.0311.3, the Company Issuer or a Guarantor may act as Paying Agentpaying agent. (b) Unless the Company Issuer or a Guarantor shall be acting as Paying Agent paying agent as provided in Section 10.0311.3, the Company Issuer shall, by 10:00 A.M. 11:00 a.m. New York City time, no later than one Business Day prior to each interest payment date Interest Payment Date, Redemption Date or principal payment date Maturity Date on any Securities Notes (whether on maturity, redemption or otherwise) (each, a "“Payment Date"”), deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal, any premium, and interest when so becoming due (including any Additional Amounts). The Company Issuer shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent in New York City by 10:00 A.M. 11:00 a.m. (New York City time) two Business Days prior to the due date for any such payment an irrevocable confirmation (by tested telex or authenticated SWIFT MT 100 Message) of its intention to make such payment. The Principal Paying Agent shall arrange with all other Paying Agents for the payment, from funds furnished by the Company Issuer or any Guarantor the Guarantors to the Trustee Principal Paying Agent pursuant to this Indenture, of the principal, and premium, if any, and interest (including Additional Amounts, if any) on the Securities Notes and of the compensation of such Paying Agents for their services as such. All Paying Agents will hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal, or premium, premium if any, of or interest on the Securities Notes and shall notify the Trustee in writing of any default by the Company Issuer in making any such payment. The Company Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 3.08 3.11 and the applicable provisions of Section 10.0311.3, the Paying Agents shall have no further liability for the money delivered to the Trustee. (c) Any payment to be made in respect of the Securities Notes or the Guarantees by the Company Issuer or any Guarantor the Guarantors, as the case may be, to or to the order of a any Paying Agent shall be in satisfaction pro tanto of the obligations of the Company Issuer under the Securities. The Company shall indemnify Notes. (d) Each payment in full of principal, redemption amount, Additional Amounts and/or interest payable under this Indenture in respect of any Note made by or on behalf of the Holders against any failure on Issuer to or to the part order of any Paying Agent in the manner specified in this Indenture on the date due shall be valid and effective to pay satisfy and discharge the obligation of the Issuer to make payment of principal, redemption amount, Additional Amounts and/or interest payable under this Indenture on such date, provided, however, that the liability of any sum due Paying Agent hereunder shall not exceed any amounts paid to it by the Issuer, or held by it, on behalf of the Holders under this Indenture; and provided further that, in the event that there is a default by the Paying Agent or the Principal Paying Agent in any payment of principal, redemption amount, Additional Amounts and/or interest in respect of any Note in accordance with this Indenture, the Securities Issuer and the Guarantors shall pay on demand such sum to further amounts as will result in receipt by the Trustee on demandHolder of such amounts as would have been received by it had no such default. This indemnity obligation constitutes a separate and independent obligation from the other obligations of the Company Issuer under the SecuritiesNotes and the Guarantors under the Guarantees, shall give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by the Trustee and/or any holder Holder of Securities Notes and shall continue in full force and effect despite any judgment, order, claim, or proof for a liquidated amount in respect of any sum due under the this Indenture, the Securities Notes or any judgment or order.

Paying Agents; Discharge of Payment Obligations; Indemnity of Holders. (a) The Company may from time to time appoint one or more Paying Agents and may designate a Paying Agent as Principal Paying Agent paying agents under this Indenture and the Securities. By its execution and delivery of this Indenture, the Company hereby initially designates and appoints Chase The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Principal Paying Agent and Deutsche Bank Trust Company Americas as Principal New York Paying Agent. Subject to Section 10.0310.3, the Company may act as Paying Agentpaying agent. (b) Unless the Company shall be acting as Paying Agent paying agent as provided in Section 10.0310.3, the Company shall, by 10:00 A.M. New York a.m. London time, no later than one Business Day prior to each interest payment date Interest Payment Date, Redemption Date or principal payment date Maturity Date on any Securities (whether on maturity, redemption or otherwise) (each, a "“Payment Date"”), deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal, any premium, and interest when so becoming due (including any Additional Amounts). The Company shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent in London by 10:00 A.M. a.m. (New York London time) two Business Days prior to the due date for any such payment an irrevocable confirmation (by tested telex or authenticated SWIFT MT 100 Message) of its intention to make such payment. The Principal Paying Agent shall arrange with all other Paying Agents for the payment, from funds furnished by the Company or any Guarantor the Guarantors to the Trustee Principal Paying Agent pursuant to this Indenture, of the principal, and premium, if any, and interest (including Additional Amounts, if any) on the Securities and of the compensation of such Paying Agents for their services as such. All Paying Agents will hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal, or premium, premium if any, of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 3.08 3.11 and the applicable provisions of Section 10.0310.3, the Paying Agents shall have no further liability for the money delivered to the Trustee. (c) Any payment to be made in respect of the Securities or the Guarantees by the Company or any Guarantor the Guarantors as the case may be to or to the order of a any Paying Agent shall be in satisfaction pro tanto of the obligations of the Company under the Securities. The . (d) Each payment in full of principal, redemption amount, Additional Amounts and/or interest payable under the Indenture in respect of any Security made by or on behalf of the Company shall indemnify to or to the Holders against any failure on the part order of any Paying Agent in the manner specified in the Indenture on the date due shall be valid and effective to pay satisfy and discharge the obligation of the Company to make payment of principal, redemption amount, Additional Amounts and/or interest payable under the Indenture on such date, provided, however, that the liability of any sum due Paying Agent hereunder shall not exceed any amounts paid to it by the Company, or held by it, on behalf of the Holders under the Indenture; and provided further that, in the event that there is a default by the Paying Agent or the Principal Paying Agent in any payment of principal, redemption amount, Additional Amounts and/or interest in respect of any Security in accordance with the Securities Indenture, the Company and the Guarantors shall pay on demand such sum to further amounts as will result in receipt by the Trustee on demandHolder of such amounts as would have been received by it had no such default. This indemnity obligation constitutes a separate and independent obligation from the other obligations of the Company under the SecuritiesSecurities and the Guarantors under the Guarantees, shall give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by the Trustee and/or any holder Holder of Securities and shall continue in full force and effect despite any judgment, order, claim, or proof for a liquidated amount in respect of any sum due under the this Indenture, the Securities or any judgment or order.

Paying Agents; Discharge of Payment Obligations; Indemnity of Holders. (a) The Company may from time to time appoint one or more Paying Agents and may designate a Paying Agent as Principal Paying Agent (the "Principal Paying Agent") under this Indenture and the Securities. By its execution and delivery of this Indenture, the Company hereby initially designates and appoints Chase Trust Company The Bank of Tokyo-Mitsubishi, Ltd. as Principal Paying Agent and The Bank of New York as co-Paying Agent. Subject to Section 10.03, the Company may act as Paying Agent. (b) Unless the Company shall be acting as Paying Agent as provided in Section 10.03, the Company shall, by 10:00 A.M. a.m. New York City time, no later than one Business Day prior to each interest payment date Interest Payment Date or principal payment date on any Securities (whether on maturity, redemption scheduled principal repayment date, prepayment or otherwise) (each, a "Payment Date"), deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal, any premium, principal and interest when so becoming due (including any Additional Amounts). The Company shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. a.m. (New York City time) two Business Days prior to the due date for any such payment an irrevocable confirmation (by tested telex or authenticated SWIFT MT 100 Message) of its intention to make such payment. The Principal Paying Agent shall arrange with all Paying Agents for the payment, from funds furnished by the Company or any Guarantor to the Trustee pursuant to this Indenture, of the principal, and premium, if any, principal and interest (including Additional Amounts, if any) on the Securities and of the compensation of such Paying Agents for their services as such. All Paying Agents will hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal, principal of or premiuminterest and Additional Amounts, if any, of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 3.08 3.07 and the applicable provisions of Section 10.03, the Paying Agents shall have no further liability for the money delivered to the Trustee. (c) Any payment to be made in respect of the Securities or Guarantees by the Company or any Guarantor to or to the order of a Paying Agent shall be in satisfaction pro tanto of the obligations of the Company under the Securities. The Company shall indemnify the Holders against any failure on the part of any Paying Agent to pay any sum due in respect of the Securities and shall pay such sum to the Trustee on demand. This indemnity constitutes a separate and independent obligation from the other obligations of the Company under the Securities, shall give rise to a separate and independent cause of action, will shall apply irrespective of any waiver granted by the Trustee and/or any holder of Securities and shall continue in full force and effect despite any judgment, order, claim, or proof for a liquidated amount in respect of any sum due under the this Indenture, the Securities or any judgment or order.

Paying Agents; Discharge of Payment Obligations; Indemnity of Holders. (a) The Company may from time to time appoint one or more Paying Agents and may designate a Paying Agent as Principal Paying Agent (the “Principal Paying Agent”) under this Indenture and the Securities. By its execution and delivery of this Indenture, the Company hereby initially designates and appoints Chase Trust Company The Bank of Tokyo-Mitsubishi, Ltd. as Principal Paying Agent and The Bank of New York as co-Paying Agent. Subject to Section 10.03, the Company may act as Paying Agent. (b) Unless the Company shall be acting as Paying Agent as provided in Section 10.03, the Company shall, by 10:00 A.M. a.m. New York City time, no later than one Business Day prior to each interest payment date Interest Payment Date or principal payment date on any Securities (whether on maturity, redemption scheduled principal repayment date, prepayment or otherwise) (each, a "“Payment Date"”), deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal, any premium, principal and interest when so becoming due (including any Additional Amounts). The Company shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. a.m. (New York City time) two Business Days prior to the due date for any such payment an irrevocable confirmation (by tested telex or authenticated SWIFT MT 100 Message) of its intention to make such payment. The Principal Paying Agent shall arrange with all Paying Agents for the payment, from funds furnished by the Company or any Guarantor to the Trustee pursuant to this Indenture, of the principal, and premium, if any, principal and interest (including Additional Amounts, if any) on the Securities and of the compensation of such Paying Agents for their services as such. All Paying Agents will hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal, principal of or premiuminterest and Additional Amounts, if any, of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 3.08 3.07 and the applicable provisions of Section 10.03, the Paying Agents shall have no further liability for the money delivered to the Trustee. (c) Any payment to be made in respect of the Securities or Guarantees by the Company or any Guarantor to or to the order of a Paying Agent shall be in satisfaction pro tanto of the obligations of the Company under the Securities. The Company shall indemnify the Holders against any failure on the part of any Paying Agent to pay any sum due in respect of the Securities and shall pay such sum to the Trustee on demand. This indemnity constitutes a separate and independent obligation from the other obligations of the Company under the Securities, shall give rise to a separate and independent cause of action, will shall apply irrespective of any waiver granted by the Trustee and/or any holder of Securities and shall continue in full force and effect despite any judgment, order, claim, or proof for a liquidated amount in respect of any sum due under the this Indenture, the Securities or any judgment or order.

Paying Agents; Discharge of Payment Obligations; Indemnity of Holders. (a) The Company may from time to time appoint one or more Paying Agents and may designate a Paying Agent as Principal Paying Agent (the "Principal Paying Agent") under this Indenture and the Securities. By its execution and delivery of this Indenture, the Company hereby initially designates and appoints Chase Trust Company The Bank of Tokyo-Mitsubishi, Ltd. as Principal Paying Agent and The Bank of New York as co-Paying Agent. Subject to Section 10.03, the Company may act as Paying Agent. (b) Unless the Company shall be acting as Paying Agent as provided in Section 10.03, the Company shall, by 10:00 A.M. a.m. New York City time, no later than one Business Day prior to each interest payment date Interest Payment Date or principal payment date on any Securities (whether on maturity, redemption scheduled principal repayment date, prepayment or otherwise) (each, a "Payment Date"), deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal, any premium, principal and interest when so becoming due (including any Additional Amounts). The Company shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. a.m. (New York City time) two Business Days prior to the due date for any such payment an irrevocable confirmation (by tested telex or authenticated SWIFT MT 100 Message) of its intention to make such payment. The Principal Paying Agent shall arrange with all Paying Agents for the payment, from funds furnished by the Company or any Guarantor to the Trustee pursuant to this Indenture, of the principal, and premium, if any, principal and interest (including Additional Amounts, if any) ), on the Securities and of the compensation of such Paying Agents for their services as such. All Paying Agents will hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal, principal of or premiuminterest and Additional Amounts, if any, of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 3.08 3.07 and the applicable provisions of Section 10.03, the Paying Agents shall have no further liability for the money delivered to the Trustee. (c) Any payment to be made in respect of the Securities or Guarantees by the Company or any Guarantor to or to the order of a Paying Agent shall be in satisfaction pro tanto of the obligations of the Company under the Securities. The Company shall indemnify the Holders against any failure on the part of any Paying Agent to pay any sum due in respect of the Securities and shall pay such sum to the Trustee on demand. This indemnity constitutes a separate and independent obligation from the other obligations of the Company under the Securities, shall give rise to a separate and independent cause of action, will shall apply irrespective of any waiver granted by the Trustee and/or any holder of Securities and shall continue in full force and effect despite any judgment, order, claim, or proof for a liquidated amount in respect of any sum due under the this Indenture, the Securities or any judgment or order.

Paying Agents; Discharge of Payment Obligations; Indemnity of Holders. (a) The Company may from time to time appoint one or more Paying Agents and may designate a Paying Agent as Principal Paying Agent under this Indenture and the Securities. By its execution and delivery of this Indenture, the Company hereby initially designates and appoints Chase Trust Company Bank as Principal Paying Agent. Subject to Section 10.032.16, the Company may act as Paying Agent. (b) Unless the Company shall be acting as Paying Agent as provided in Section 10.032.16, the Company shall, by 10:00 A.M. New York time, no later than one Business Day prior to each interest payment date or principal payment date on any Securities (whether on maturity, redemption or otherwise) (each, a "Payment Date"), deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal, any premium, and interest when so becoming due (including any Additional Amounts). The Company shall request that cause the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date for any such payment an irrevocable confirmation (by tested telex or authenticated SWIFT MT 100 Message) of its intention to make such payment. The Principal Paying Agent shall arrange with all Paying Agents for the payment, from funds furnished by the Company or any Subsidiary Guarantor to the Trustee pursuant to this Indenture, of the principal, and premium, if any, and interest (including Additional Amounts, if any) on the Securities and of the compensation of such Paying Agents for their services as such. All Paying Agents will hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal, or premium, premium if any, of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 3.08 2.8 and the applicable provisions of Section 10.032.16, the Paying Agents shall have no further liability for the money delivered to the Trustee. (c) Any payment to be made in respect of the Securities or Subsidiary Guarantees by the Company or any Subsidiary Guarantor to or to the order of a Paying Agent shall be in satisfaction pro tanto of the obligations of the Company under the Securities. The Company shall indemnify the Holders against any failure on the part of any Paying Agent to pay any sum due in respect of the Securities and shall pay such sum to the Trustee on demand. This indemnity constitutes a separate and independent obligation from the other obligations of the Company under the Securities, shall give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by the Trustee and/or any holder of Securities and shall continue in full force and effect despite any judgment, order, claim, or proof for a liquidated amount in respect of any sum due under the Indenture, the Securities or any judgment or order.

Paying Agents; Discharge of Payment Obligations; Indemnity of Holders. (a) The Company may from time to time appoint one or more Paying Agents and may designate a Paying Agent as Principal Paying Agent (the “Principal Paying Agent”) under this Indenture and the Securities. By its execution and delivery of this Indenture, the Company hereby initially designates and appoints Chase Trust Company The Bank of Tokyo-Mitsubishi, Ltd. as Principal Paying Agent and The Bank of New York as co-Paying Agent. Subject to Section 10.03, the Company may act as Paying Agent. (b) Unless the Company shall be acting as Paying Agent as provided in Section 10.03, the Company shall, by 10:00 A.M. a.m. New York City time, no later than one Business Day prior to each interest payment date Interest Payment Date or principal payment date on any Securities (whether on maturity, redemption scheduled principal repayment date, prepayment or otherwise) (each, a "“Payment Date"”), deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal, any premium, principal and interest when so becoming due (including any Additional Amounts). The Company shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. a.m. (New York City time) two Business Days prior to the due date for any such payment an irrevocable confirmation (by tested telex or authenticated SWIFT MT 100 Message) of its intention to make such payment. The Principal Paying Agent shall arrange with all Paying Agents for the payment, from funds furnished by the Company or any Guarantor to the Trustee pursuant to this Indenture, of the principal, and premium, if any, principal and interest (including Additional Amounts, if any) ), on the Securities and of the compensation of such Paying Agents for their services as such. All Paying Agents will hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal, principal of or premiuminterest and Additional Amounts, if any, of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 3.08 3.07 and the applicable provisions of Section 10.03, the Paying Agents shall have no further liability for the money delivered to the Trustee. (c) Any payment to be made in respect of the Securities or Guarantees by the Company or any Guarantor to or to the order of a Paying Agent shall be in satisfaction pro tanto of the obligations of the Company under the Securities. The Company shall indemnify the Holders against any failure on the part of any Paying Agent to pay any sum due in respect of the Securities and shall pay such sum to the Trustee on demand. This indemnity constitutes a separate and independent obligation from the other obligations of the Company under the Securities, shall give rise to a separate and independent cause of action, will shall apply irrespective of any waiver granted by the Trustee and/or any holder of Securities and shall continue in full force and effect despite any judgment, order, claim, or proof for a liquidated amount in respect of any sum due under the this Indenture, the Securities or any judgment or order.