Common use of Provision as to Paying Agent Clause in Contracts

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. (a) If the Company Issuer shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.5, (1) that it will hold all sums held by it as such paying agent for the payment of the principal of or interest, if any, on the Securities (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities and the Trustee; and (2) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities) to make any payment of the principal of, premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Issuer shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuer (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.5 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.5 to the contrary notwithstanding, any agreement of the agreement Trustee or any paying agent to hold sums in trust as provided in this Section 3.4 3.5 is subject to Sections 12.3 10.3 and 12.410.4. (e) Whenever the Issuer shall have one or more paying agents, it will, on or before each due date of the principal of or interest, if any, on any Securities, deposit with a paying agent a sum sufficient to pay the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, premium or interest, if any, interest on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such Securities by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the DebenturesSecurities; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, premium or interest, if any, interest on the Debentures Securities when the same shall be due and payable; and (3) that it will, will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such series by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself or its Subsidiary unless an Event of Default has occurred and is continuing). Whenever the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,Section: (1) that it such paying agent will hold all sums held received by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders Holders of the DebenturesNotes, or of the Trustee until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (2) that it such paying agent will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and premiumof, premium if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and (3) that it will, such paying agent will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the . The Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and any premium, if any, or interest, if any, interest on the DebenturesNotes, deposit with a the paying agent a sum sufficient to pay the principal, premium, such principal and any premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes entitled thereto to such principal of and any premium or interest, and (unless such paying agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or any failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, take such action. If the Company may, at any time, for the purpose of obtaining a satisfaction and discharge or its Subsidiary shall act as its own paying agent with respect to the DebenturesNotes, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on the Notes, set aside, segregate and hold in trust for any other reasonthe benefit of the Holders of the Notes, pay, or direct any paying agent a sum sufficient to pay such principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. The Company may at any time pay or cause to be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (d) , and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to the provisions of Sections 12.3 5.03 and 12.45.04.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Securities and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself). Whenever the Company shall appoint a an additional paying agent other than the Trusteeagent, it will shall cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4,5.4: (1) that it will hold in trust for the benefit of the Holders and the Trustee all sums held by it as such agent for the payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the Debenturessuch Securities) in trust for the benefit of the holders Holders of the Debenturessuch Securities; (2) that it will give to the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debenturessuch Securities) to make any payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures such Securities when the same shall be due and payable; and (3) that it will, will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) . If the Company shall act as its own paying agentagent with respect to any Securities, it will, on or before each due date of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debenturessuch Securities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures such Securities a sum sufficient to pay such principal, premium, principal and any premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure by it to take such action and of any failure by the Company (or by any other obligor under the Debentureson such Securities) to make any payment of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debentures such Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debenturesagents, it will, on or prior to each due date of the principal of (and premium, if any, ) or interest, if any, on the Debenturesany Securities, deposit with a such paying agent a sum sufficient to pay the principal, principal (and premium, interest if any) or other payments interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto to such principal, premium or interest, if any, and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of any failure on its action or failure part to so act. (c) . Anything in this Section 3.4 5.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section 5.4, such sums to be held by the Trustee upon the trusts herein contained. (d) . Anything in this Section 3.4 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 5.4 is subject to Sections 12.3 4.3 and 12.44.4 hereof.

Provision as to Paying Agent. (a) If the Company Issuer shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.5, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities (whether such sums have been paid to it by the Company Issuer or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders Holders of the Debentures;Securities and the Trustee; and (2) that it will give the Trustee prompt written notice of any failure by the Company Issuer (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Issuer shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principalprincipal or interest, premiumif any, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuer (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.5 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.5 to the contrary notwithstanding, any agreement of the agreement Trustee or any paying agent to hold sums in trust as provided in this Section 3.4 3.5 is subject to Sections 12.3 10.3 and 12.410.4. (e) Whenever the Issuer shall have one or more paying agents, it will, on or before each due date of the principal of or interest, if any, on any Securities, deposit with a paying agent a sum sufficient to pay the principal or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest, if any, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. (a) If the Company Corporation shall appoint a paying agent other than the TrusteeDebenture Trustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Debenture Trustee an instrument in which such agent shall agree with the Debenture Trustee, subject to the provision provisions of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company Corporation or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Debenture Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of or interest (including Additional Sums and premiumCompounded Interest, if any, or interest, if any, ) on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, principal or interest or other payments so becoming due and will notify the Debenture Trustee in writing of any failure to take such action and of any failure by the Company Corporation (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Debenture Trustee all sums held in trust by payable with respect to the Company or any such paying agentSecurities, such sums to be held by the Debenture Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of or interest (including Additional Sums and premiumCom pounded Interest, if any, or interest, if any, ) on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of or interest (including Additional Sums and premiumCompounded Interest, if any, or interest, if any, ) on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of or interest (including Additional Sums and premiumCompounded Interest, if any, or interest or other payments, if any, ) on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principalprincipal or interest (including Additional Sums and Compounded Interest, premium, interest or other payments if any) so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of or interest (including Additional Sums and premiumCompounded Interest, if any, or interest or other payments, if any, ) on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the DebenturesSecurities, it will, on or prior to each due date of the principal of or interest (including Additional Sums and premiumCompounded Interest, if any, or interest, if any, ) on the DebenturesSecurities, deposit with a the paying agent a sum sufficient to pay the principalprincipal or interest (including Additional Sums and Compounded Interest, premium, interest or other payments if any) so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto to such principal or interest (including Additional Sums and Compounded Interest, if any) and (unless such paying agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its this action or failure so to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for such Securities by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeundertake, subject to the provision provisions of this Section 3.44.14, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures (Securities whether such sums have been paid to it by the Company (or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities and will notify the Trustee of the receipt of sums to be so held, (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Securities when the same shall be due and payable; and, (3iii) that it will, will at any time during the continuance of any Event of DefaultDefault specified in Section 6.1(i) or 6.1(ii), upon the written request of the Trustee, forthwith pay deliver to the Trustee all sums so held in trust by it, and (iv) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such paying agentPaying Agent, including, without limitation, the provision of Article X hereof. (b) If the Company shall not act as its own paying agentPaying Agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, by 10:00 a.m. on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or Business Day prior to each due date of the principal of and or premium, if any, or interestinterest on any Securities, deposit with such Paying Agent a sum in same day funds sufficient to pay the principal of, premium, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons holders of Securities entitled thereto to such principal of or premium, if any, or interest, and (unless such paying agent Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or failure so to act. (c) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of or premium, if any, or interest on the Securities, set aside, segregate and hold in trust for the benefit of the persons entitled thereto, a sum sufficient to pay such principal or premium or interest so becoming due and will notify the Trustee of any failure to take such action. (d) Anything in this Section 3.4 4.14 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 4.14, such sums to be held by the Trustee upon the trusts herein contained. (de) Anything in this Section 3.4 4.14 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.14 is subject to the provisions of Sections 12.3 8.4 and 12.48.6.

Provision as to Paying Agent. (a) If the Company Issuer shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.5, (1) that it will hold all sums held by it as such paying agent for the payment of the principal of or interest, if any, on the Securities (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities and the Trustee; and (2) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities) to make any payment of the principal of, premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Issuer shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuer (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.5 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.5 to the contrary notwithstanding, any agreement of the agreement Trustee or any paying agent to hold sums in trust as provided in this Section 3.4 3.5 is subject to Sections 12.3 10.3 and 12.410.4. (e) Whenever the Issuer shall have one or more paying agents, it will, on or before 9:00 A.M. on each due date of the principal of, premium, if any, or interest, if any, on any Securities, deposit with a paying agent a sum sufficient to pay the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, premium or interest, if any, interest on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such series by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeDebt Trustee with respect to the Debt Securities of any series, it will cause such paying agent to execute and deliver to the Debt Trustee an instrument in which such agent shall agree with the Debt Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities) in trust for the benefit of the holders of the Debentures;Holders thereof; and (2) that it will give the Debt Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities of such series) to make any payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Debt Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and of, premium, if any, or interest or other payments, if any, on the DebenturesDebt Securities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Holders a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Debt Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesDebt Securities) to make any payment of the principal of and of, premium, if any, or interest or other payments, if any, on the Debentures Debt Securities of such series when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesDebt Securities of any series hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Debt Trustee all sums held in trust for such Debt Securities by the Company Debt Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Debt Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Debentures, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures;; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of or interest (including Additional Sums and premiumCompounded Interest, if any, or interest, if any, ) on the Debentures when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, principal or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesDebentures hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by payable with respect to the Company or any such paying agentDebentures, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,3.04: (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the Debentures;Securities of such series; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities of such series a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities of such series when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Securities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such series by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company Corporation shall appoint a paying agent other than the TrusteeDebenture Trustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Debenture Trustee an instrument in which such agent shall agree with the Debenture Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company Corporation or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Debenture Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premiumpremium or interest (including Additional Sums and Compounded Interest, if any, or interest) and Liquidated Damages, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Debenture Trustee in writing of any failure to take such action and of any failure by the Company Corporation (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Debenture Trustee all sums held in trust for such Securities by the Company Debenture Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Debenture Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to any series of Debt Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,5.04, that (1) that it will hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, on the Debentures Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities of such series) in trust for the benefit of the holders of the Debentures;Debt Securities of such series; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities of such series) to make any payment of the principal of and of, premium, if any, or interest, if any, on any of the Debentures Debt Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agentagent with respect to any series of Debt Securities, it will, on or before each due date for the payment of the principal of and of, premium, if any, or interest or other paymentsinterest, if any, on any of the DebenturesDebt Securities of a series, set aside, segregate and hold in trust for the benefit of the such holders of the Debentures Debt Securities of such series a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentureson such Debt Securities of such series) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit any of the Persons entitled thereto Debt Securities of such series when the same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture in accordance with respect to the DebenturesSections 13.01 and 13.02, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 5.04 is subject to Sections 12.3 and 12.413.03 through 13.05. (e) The Company hereby appoints the Trustee to act as paying agent for all series of Debt Securities, but reserves the right to change the paying agent or to itself act as paying agent.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities of such series a sum sufficient to pay such principal, premium, principal or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities of such series when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Securities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such series by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.4, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 Section 11.3 and 12.4Section 11.4.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself or its Subsidiary unless an Event of Default has occurred and is continuing). Whenever the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,Section: (1) that it such paying agent will hold all sums held received by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders Holders of the DebenturesNotes, or of the Trustee until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (2) that it such paying agent will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and premiumof, premium if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and (3) that it will, such paying agent will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the . The Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and any premium, if any, or interest, if any, interest on the DebenturesNotes, deposit with a the paying agent a sum sufficient to pay the principal, premium, such principal and any premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes entitled thereto to such principal of and any premium or interest, and (unless such paying agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or any failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, take such action. If the Company may, at any time, for the purpose of obtaining a satisfaction and discharge or its Subsidiary shall act as its own paying agent with respect to the DebenturesNotes, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on the Notes, set aside, segregate and hold in trust for any other reasonthe benefit of the Holders of the Notes, pay, or direct any paying agent a sum sufficient to pay such principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. The Company may at any time pay or cause to be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (d) , and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4the provisions of Section 5.05.

Provision as to Paying Agent. (a) If the Company Issuer shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.5, (1) that it will hold all sums held by it as such paying agent for the payment of the principal of or interest, if any, on the Securities (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities and the Trustee; and (2) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities) to make any payment of the principal of, premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Issuer shall act as its own paying agent, it will, on or before each due date of the principal of and of, premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuer (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.5 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.5 to the contrary notwithstanding, any agreement of the agreement Trustee or any paying agent to hold sums in trust as provided in this Section 3.4 3.5 is subject to Sections 12.3 10.3 and 12.410.4. (e) Whenever the Issuer shall have one or more paying agents, it will, on or before 9:00 A.M. on each due date of the principal of or interest, if any, on any Securities, deposit with a paying agent a sum sufficient to pay the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. (a) Whenever the Corporation shall have one or more Paying Agents, it will, on or prior to 11:00 a.m. New York, New York time on each due date of the principal of or interest on, the Notes of any series, deposit with a Paying Agent a sum sufficient to pay the principal or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal or interest, and unless such Paying Agent is the Trustee, the Paying Agent will promptly notify the Trustee of the Corporation’s action or failure so to act. (b) If the Company Corporation shall appoint a paying agent Paying Agent other than the TrusteeTrustee with respect to the Notes of any series, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.04, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Notes of such series (whether such sums have been paid to it by the Company Corporation or by any other obligor on the Debenturessuch Notes) in trust for the benefit of the holders of the Debentures;such Notes; and (2ii) that it will give the Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor on the DebenturesNotes of such series) to make any payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures such Notes when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (bc) If the Company Corporation shall act as its own paying agentPaying Agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesNotes of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures such Notes a sum sufficient to pay such principal, premium, principal or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Corporation (or by any other obligor under the Debenturessuch Notes) to make any payment of the principal of and of, premium, if any, or interest or other payments, if any, on the Debentures such Notes when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (cd) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesNotes of any series hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company or any payable with respect to such paying agentNotes, such sums to be held by the Trustee upon the trusts herein contained. (de) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 12.03 and 12.412.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the Debentures;Securities of such series; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities of such series a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities of such series when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Securities hereunder, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust for any such series by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the Debentures;Securities of such series; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities of such series a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities of such series when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Securities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such series by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint appoints a paying agent other than the TrusteeTrustee with respect to the Securities of any series, it will shall cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,5.07: (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders Holders of the Debentures;Securities of such series; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act acts as its own paying agent, it will, on or before each due date of agent with respect to the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing Securities of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, series it willshall, on or prior to each due date of the principal of and premium, if any, or interest, if any, on any of the DebenturesSecurities of such series, set aside, segregate and hold in trust for the benefit of the Holders of such Securities or the coupons appertaining thereto, as the case may be, a sum sufficient to pay such principal and premium, if any, or interest, if any, so becoming due and will notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor under such Securities) to make any payment of the principal of and premium, if any, or interest, if any, on such Securities when the same shall become due and payable. (c) Whenever the Company has one or more paying agents with respect to the Securities of any series, it shall deposit with a paying agent (who shall make any necessary funds available to any other paying agents), on the Business Day next preceding each due date in funds available on the due date of the principal of, premium, if any, and interest, if any, on such Securities, a sum in immediately available funds sufficient to pay the such principal, premium, interest or other payments if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons Holders of such Securities or the coupons appertaining thereto, as the case may be, entitled thereto to any such principal, premium and interest, and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure so to act. (cd) Anything in this Section 3.4 5.07 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 5.07, such sums to be held by the Trustee upon the trusts herein contained. (de) Anything in this Section 3.4 5.07 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 5.07 is subject to Sections 12.3 13.03 and 12.413.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premiumpremium or interest (including Additional Sums and Compounded Interest, if any, or interest) and Liquidated Damages, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for such Securities by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities (each a paying agent “Paying Agent” and collectively, the “Paying Agents”) other than the Trustee, it will shall cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeundertake, subject to the provision provisions of this Section 3.44.04, (1) that it will shall hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures (whether Securities of any series such sums which have been paid to it by the Company (or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders Holders of the Debentures;Securities of such series and shall notify the Trustee of the receipt of sums to be so held, (2) that it will shall give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities of any series when the same shall be due and payable; and, (3) that it will, shall at any time during the continuance of any Event of DefaultDefault specified in Section 6.01(1) or 6.01(2), upon the written request of the Trustee, forthwith pay deliver to the Trustee all sums so held in trust by it, and (4) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such paying agentPaying Agent. (b) If the Company shall not act as its own paying agentPaying Agent, it willshall, by the opening of business (New York City time) on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the DebenturesSecurity, deposit with a paying agent such Paying Agent a sum in same day funds sufficient to pay the principal, premium, principal of or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Holders of Securities of a series entitled thereto to such principal of or interest, and (unless such paying agent Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure so to act. (c) If the Company shall act as its own Paying Agent, it shall, by the opening of business (New York City time) on each due date of the principal and interest on any Security, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto, a sum sufficient to pay such principal or interest so becoming due and shall notify the Trustee of any failure to take such action. (d) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained. (de) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.04 is subject to the provisions of Sections 12.3 10.05 and 12.410.07.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent Paying Agent other than the Trustee, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provision provisions of this Section 3.44.05, (1i) that it will hold all sums held by it as such agent Paying Agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Notes (whether such sums have been paid to it by the Company Issuer or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders Holders of the Debentures;Notes and the Trustee; and (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and of, premium, if any, or interest, if any, on the Debentures Notes when the same shall be due and payable; and (3iii) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent. (b) If the Company shall act as its own paying agentPaying Agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Notes a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesNotes) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Notes when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 4.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 4.05, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 4.05 to the contrary notwithstanding, any agreement of the agreement Trustee or any Paying Agent to hold sums in trust as provided in this Section 3.4 4.05 is subject to Sections 12.3 8.03 and 12.48.04. (e) Whenever the Company shall have one or more Paying Agents, it will, on or before each due date of the principal of or interest, if any, on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself). Whenever the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,Section: (1) that it such paying agent will hold all sums held received by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders Holders of the DebenturesNotes, or of the Trustee until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (2) that it such paying agent will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and (3) that it will, such paying agent will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the . The Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and any premium, if any, or interest, if any, interest on the DebenturesNotes, deposit with a the paying agent a sum sufficient to pay the principal, premium, such principal and any premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes entitled thereto to such principal of and any premium or interest, and (unless such paying agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or any failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, take such action. If the Company may, at any time, for the purpose of obtaining a satisfaction and discharge shall act as its own paying agent with respect to the DebenturesNotes, it will, on or before each due date of the principal of (and premium, if any,) or interest, if any, on the Notes, set aside, segregate and hold in trust for any other reasonthe benefit of the Holders of the Notes, pay, or direct any paying agent a sum sufficient to pay such principal (and premium, if any,) or interest, if any, so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. The Company may at any time pay or cause to be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (d) , and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to the provisions of Sections 12.3 5.03 and 12.45.04.

Provision as to Paying Agent. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities (each a paying agent “Paying Agent” and collectively, the “Paying Agents”) other than the Trustee, it will shall cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeundertake, subject to the provision provisions of this Section 3.44.04, (1) that it will shall hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures (whether Securities of any series such sums which have been paid to it by the Company (or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders Holders of the Debentures;Securities of such series and shall notify the Trustee of the receipt of sums to be so held, (2) that it will shall give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities of any series when the same shall be due and payable; and, (3) that it will, shall at any time during the continuance of any Event of DefaultDefault specified in Section 6.01(1) or 6.01(2), upon the written request of the Trustee, forthwith pay deliver to the Trustee all sums so held in trust by it, and (4) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such paying agentPaying Agent. (b) If the Company shall not act as its own paying agentPaying Agent, it willshall, by the opening of business (New York City time) on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the DebenturesSecurity, deposit with a paying agent such Paying Agent a sum in same day funds sufficient to pay the principal, premium, principal of or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Holders of Securities of a series entitled thereto to such principal of or interest, and (unless such paying agent Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure so to act. (c) If the Company shall act as its own Paying Agent, it shall, by the opening of business (New York City time) on each due date of the principal and interest on any Security, set aside, segregate and hold in trust for the benefit of the persons entitled thereto, a sum sufficient to pay such principal or interest so becoming due and shall notify the Trustee of any failure to take such action. (d) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 4.03, such sums to be held by the Trustee upon the trusts herein contained. (de) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.04 is subject to the provisions of Sections 12.3 10.05 and 12.410.07.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of of, and premium, if any, or interest, if any, on on, the Debentures Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the Debentures;Securities of such series; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of of, and premium, if any, or interest, if any, on on, the Debentures Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities of such series a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities of such series) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on on, the Debentures, deposit with a paying agent a sum sufficient to pay Securities of such series when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Securities hereunder, or for any other reason, pay, or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such series by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) The Company hereby initially appoints the Trustee as the Paying Agent for each series of Notes. If the Company shall shall, for any series of Notes, appoint a paying agent Paying Agent other than the Trustee, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provision provisions of this Section 3.44.05, (1i) that it will hold all sums held by it as such agent Paying Agent for the payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures such Notes (whether such sums have been paid to it by the Company or by any other obligor on the Debenturessuch Notes) in trust for the benefit of the holders Holders of the Debentures;Notes and the Trustee; and (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debenturessuch Notes) to make any payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures such Notes when the same shall be due and payable; and (3iii) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent. (b) If the Company shall act as its own paying agentPaying Agent with respect to any series of Notes, it will, on or before each due date of the principal of and of, premium, if any, or interest or other payments, if any, on the Debenturessuch Notes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures such Notes a sum sufficient to pay such principal, premium, if any, or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debenturessuch Notes) to make any payment of the principal of and of, premium, if any, or interest or other payments, if any, on the Debentures such Notes when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 4.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 4.05, such sums to be held by the Trustee upon the trusts herein contained. Upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. (d) Anything in this Section 3.4 4.05 to the contrary notwithstanding, any agreement of the agreement Trustee or any Paying Agent to hold sums in trust as provided in this Section 3.4 4.05 is subject to Sections 12.3 8.04, 8.05, 10.01 and 12.410.02, as applicable. (e) Whenever the Company shall have one or more Paying Agents for any series of Notes, it will, on or before each due date of the principal of, premium, if any, or interest on such Notes, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteePaying Agent, it will cause such paying agent Paying Agent to execute and deliver to the Trustee Company an instrument in which such agent shall agree with the TrusteeCompany, subject to the provision of this Section 3.4,3.3; (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, all payments due on the Debentures Debt Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities) in trust for the benefit of the holders of the DebenturesDebt Securities; (2) that it will give the Trustee Securityholders prompt written notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Debt Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the TrusteeSecurityholders, forthwith pay to the Trustee Securityholders all sums so held in trust by such paying agentPaying Agent. (b) If the Company shall act as its own paying agentPaying Agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, payments due on the DebenturesDebt Securities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Debt Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee Securityholders in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesDebt Securities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Debt Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents Paying Agents for the DebenturesDebt Securities, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, payments on the DebenturesDebt Securities, deposit with a paying agent Paying Agent a sum sufficient to pay the principal, premium, interest or other all payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee Securityholders in writing of its action or failure to act. (c) Anything in this Section 3.4 3.3 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesDebt Securities, or for any other reason, pay, or direct any paying agent Paying Agent to pay to the Trustee Securityholders all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein containedPaying Agent. (d) Anything in this Section 3.4 3.3 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.3 is subject to Sections Section 12.3 and to Section 12.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of of, and premium, if any, or interest, if any, on on, the Debentures Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the Debentures;Securities of such series; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of of, and premium, if any, or interest, if any, on on, the Debentures Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities of such series a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities of such series) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on on, the Debentures, deposit with a paying agent a sum sufficient to pay Securities of such series when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Securities hereunder, or for any other reason, pay, or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such series by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities of any series, it will shall cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,4.4: (1i) that it will hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, on the Debentures Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the DebenturesSecurities of such series; (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of and of, premium, if any, or interest, if any, on the Debentures Securities of such series when the same shall be due and payable; and (3iii) that it will, at any time during the continuance of any Event failure by the Company (or by any other obligor on the Securities of Defaultsuch series) specified in the immediately preceding clause (ii), such payment agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentit. (b) If the Company shall act as its own paying agentagent with respect to the Securities of any series, it willshall, on or before each due date of the principal of and of, premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities of such series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures such Securities a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will shall promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under on the DebenturesSecurities of such series) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities of such series when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 4.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 4.4, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 4.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.4 is subject to Sections 12.3 12.4 and 12.412.5. (e) Whenever the Company shall have one or more paying agents with respect to the Securities of any series, it shall, prior to each due date of the principal of, premium, if any, or interest, if any, on the Securities of such series, deposit with a designated paying agent a sum sufficient to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee of any failure so to act.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, premium or interest, if any, interest on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for such Securities by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself or its Subsidiary unless an Event of Default has occurred and is continuing). Whenever the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,Section: (1a) that it such paying agent will hold all sums held received by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders Holders of the DebenturesNotes, or of the Trustee until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (2b) that it such paying agent will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and premiumof, premium if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and (3c) that it will, such paying agent will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the . The Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and any premium, if any, or interest, if any, interest on the DebenturesNotes, deposit with a the paying agent a sum sufficient to pay the principal, premium, such principal and any premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes entitled thereto to such principal of and any premium or interest, and (unless such paying agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or any failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, take such action. If the Company may, at any time, for the purpose of obtaining a satisfaction and discharge or its Subsidiary shall act as its own paying agent with respect to the DebenturesNotes, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on the Notes, set aside, segregate and hold in trust for any other reasonthe benefit of the Holders of the Notes, pay, or direct any paying agent a sum sufficient to pay such principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. The Company may at any time pay or cause to be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (d) , and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to the provisions of Sections 12.3 5.03 and 12.45.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4SECTION 3.04, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities and comply with all provisions of the Trust Indenture Act applicable to it as paying agent; and (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premiumpremium or interest (including Additional Sums and Compounded Interest, if any, or interest, if any, ) on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 SECTION 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for such Securities by the Company Trustee or any such paying agentagent hereunder, as required by this SECTION 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 SECTION 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 SECTION 3.04 is subject to Sections 12.3 SECTIONS 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall Issuer will appoint a paying agent Paying Agent other than the Trustee, in accordance with the terms of this Indenture, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Agent shall agree with the Trusteeundertake, subject to the provision provisions of this Section 3.4,4.14: (1) that it will hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Notes (whether such sums have been paid to it by the Company Issuer or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders Holders of the DebenturesNotes and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee prompt written notice of any failure by the Company Issuer (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and; (3) that it will, will at any time during the continuance of any Event of DefaultDefault specified in Section 6.1, upon the written request of the Trustee, forthwith pay deliver to the Trustee all sums so held in trust by it; and (4) that it will acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such paying agentPaying Agent. (b) If the Company Issuer shall not act as its own paying agentPaying Agent, it will, by 11:00 a.m. (New York City time) on or before each the due date of the principal of and or premium, if any, or interest or other paymentson any Notes, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures deposit with such Paying Agent a sum in same day funds sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and of, premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Trustee and the Holders of Notes entitled thereto to such principal of or premium, if any, or interest, and (unless such paying agent Paying Agent is the Trustee) the Company shall Issuer will promptly notify the Trustee in writing of its action or failure so to act. (c) If the Issuer shall act as its own Paying Agent, it will, by 11:00 a.m., (New York City time) on each due date of the principal of or premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto, a sum sufficient to pay such principal or premium or interest so becoming due and will notify the Trustee of any failure to take such action. (d) Anything in this Section 3.4 4.14 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Paying Agent for delivery to the Trustee all sums held in trust by the Company or any such paying agentit, as required by this Section 4.14, such sums to be delivered by the Paying Agent to the Trustee to be held by the Trustee upon the trusts herein contained. (de) Anything in this Section 3.4 4.14 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.14 is subject to Sections 12.3 the provisions of Section 8.4 and 12.4Section 8.6. (f) Upon an Event of Default under Section 6.1(9), the Trustee shall be the Paying Agent.

Provision as to Paying Agent. (a) If the Company Issuer shall appoint a paying agent Paying Agent other than the Trustee, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.5, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities (whether such sums have been paid to it by the Company Issuer or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders Holders of the Debentures;Securities or the Trustee; and (2) that it will give the Trustee prompt written notice of any failure by the Company Issuer (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent. (b) If the Company Issuer shall act as its own paying agentPaying Agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principalprincipal or interest, premiumif any, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuer (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.5 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.5 to the contrary notwithstanding, any agreement of the agreement Trustee or any Paying Agent to hold sums in trust as provided in this Section 3.4 3.5 is subject to Sections 12.3 10.3 and 12.410.4. (e) Whenever the Issuer shall have one or more Paying Agents, it will, on or before each due date of the principal of or interest, if any, on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest, if any, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent Paying Agent other than the Trustee, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4,3.04: (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, all payments due on the Debentures Debt Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities) in trust for the benefit of the holders of the DebenturesDebt Securities; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Debt Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent. (b) If the Company shall act as its own paying agentPaying Agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, payments due on the DebenturesDebt Securities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Debt Securities a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesDebt Securities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Debt Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents Paying Agents for the DebenturesDebt Securities, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, payments on the DebenturesDebt Securities, deposit with a paying agent Paying Agent a sum sufficient to pay the principal, premium, interest or other all payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesDebt Securities, or for any other reason, pay, or direct any paying agent Paying Agent to pay to the Trustee all sums held in trust by the Company or any such paying agentPaying Agent, such sums to be held by the Trustee upon the trusts same terms and conditions herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 12.03 and 12.412.04. (e) The Company hereby initially appoints the Trustee to act as Paying Agent (the "Paying Agent").

Provision as to Paying Agent. (a) If the Company Issuer shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.5, (1) that it will hold all sums held by it as such paying agent for the payment of the principal of or interest, if any, on the Securities (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities and the Trustee; and (2) (that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities) to make any payment of the principal of, premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Issuer shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuer (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.5 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.5 to the contrary notwithstanding, any agreement of the agreement Trustee or any paying agent to hold sums in trust as provided in this Section 3.4 3.5 is subject to Sections 12.3 10.3 and 12.410.4. (e) Whenever the Issuer shall have one or more paying agents, it will, on or before each due date of the principal of or interest, if any, on any Securities, deposit with a paying agent a sum sufficient to pay the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities of any Tranche, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.44.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, on the Debentures such Securities (whether such sums have been paid to it by the Company or by any other obligor on the Debenturessuch Securities) in trust for the benefit of the holders of such Securities, or the DebenturesCoupons appertaining thereto, if any; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debenturessuch Securities) to make any payment of the principal of and of, premium, if any, or interest, if any, on the Debentures such Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultfailure by the Company (or by any other obligor on such Securities) specified in the preceding paragraph (2), such paying agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentit. (b) If the Company shall act as its own paying agentagent with respect to the Securities of any Tranche, it will, on or before each due date of the principal of and of, premium, if any, or interest or other paymentsinterest, if any, on the Debenturessuch Securities, set aside, segregate and hold in trust for the benefit of the holders of such Securities or the Debentures Coupons appertaining thereto, if any, a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentureson such Securities) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on such Securities when the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Subordinated Debt Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.04 is subject to Sections 12.3 12.03 and 12.412.04. (e) Whenever the Company shall have one or more paying agents with respect to the Securities of any Tranche, it will, prior to each due date of the principal of, premium, if any, or interest, if any, on the Securities of such Tranche, deposit with a designated paying agent a sum sufficient to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act.

Provision as to Paying Agent. (a) If the Company Issuer shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.5, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities (whether such sums have been paid to it by the Company Issuer or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders Holders of the Debentures;Securities and the Trustee; and (2) that it will give the Trustee prompt written notice of any failure by the Company Issuer (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Issuer shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principalprincipal or interest, premiumif any, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act.of (c) Anything in this Section 3.4 3.5 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself). Whenever the Company shall appoint a an additional paying agent other than the Trusteeagent, it will shall cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4,6.04: (1) that it will hold in trust for the benefit of the Holders and the Trustee all sums held by it as such agent for the payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the Debenturessuch Notes) in trust for the benefit of the holders Holders of the Debenturessuch Notes; (2) that it will give to the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debenturessuch Notes) to make any payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures such Notes when the same shall be due and payable; and (3) that it will, will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) . If the Company shall act as its own paying agentagent with respect to any Notes, it will, on or before each due date of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debenturessuch Notes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures such Notes a sum sufficient to pay such principal, premium, principal and any premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure by it to take such action and of any failure by the Company (or by any other obligor under the Debentureson such Notes) to make any payment of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debentures such Notes when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debenturesagents, it will, on or prior to each due date of the principal of (and premium, if any, ) or interest, if any, on the Debenturesany Notes, deposit with a such paying agent a sum sufficient to pay the principal, principal (and premium, interest if any) or other payments interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto to such principal, premium or interest, if any, and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of any failure on its action or failure part to so act. (c) . Anything in this Section 3.4 6.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section 6.04, such sums to be held by the Trustee upon the trusts herein contained. (d) . Anything in this Section 3.4 6.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 6.04 is subject to Sections 12.3 5.03 and 12.45.04 hereof.

Provision as to Paying Agent. (a) If the Company Corporation shall appoint a paying agent other than the TrusteeDebenture Trustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Debenture Trustee an instrument in which such agent shall agree with the Debenture Trustee, subject to the provision of this Section 3.43.04, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, Interest on the Debentures Securities (whether such sums have been paid to it by the Company Corporation or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2ii) that it will give the Debenture Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest, if any, Interest on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, Interest on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, interest principal or other payments Interest so becoming due and will notify the Debenture Trustee in writing of any failure to take such action and of any failure by the Company Corporation (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, Interest on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Debenture Trustee all sums held in trust for such Securities by the Company Debenture Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Debenture Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Debt Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities of such series) in trust for the benefit of the holders of the DebenturesDebt Securities of such series; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities of such series) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Debt Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesDebt Securities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Debt Securities of such series a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesDebt Securities of such series) to make any payment of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures Debt Securities of such series when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debenturesany series of Debt Securities, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debenturesany Debt Securities of such series, deposit with a paying agent a sum sufficient to pay the principal, premium, premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Debt Securities hereunder, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust for any such series by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Debt Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities of such series) in trust for the benefit of the holders of the DebenturesDebt Securities of such series; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities of such series) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Debt Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesDebt Securities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Debt Securities of such series a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesDebt Securities of such series) to make any payment of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures Debt Securities of such series when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debenturesany series of Debt Securities, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debenturesany Debt Securities of such series, deposit with a paying agent a sum sufficient to pay the principal, premium, premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Debt Securities hereunder, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust for any such series by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent Paying Agent other than the Trustee, it will shall cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeundertake, subject to the provision provisions of this Section 3.44.04, (1) that it will shall hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures (whether Securities such sums which have been paid to it by the Company (or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders Holders of the Debentures;Securities and shall notify the Trustee of the receipt of sums to be so held, (2) that it will shall give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities when the same shall be due and payable; and, (3) that it will, shall at any time during the continuance of any Event of DefaultDefault specified in Section 6.01(1) or 6.01(2), upon the written request of the Trustee, forthwith pay deliver to the Trustee all sums so held in trust by it, and (4) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such paying agentPaying Agent. (b) If the Company shall not act as its own paying agentPaying Agent, it willshall, by the opening of business (New York City time) on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the DebenturesSecurity, deposit with a paying agent such Paying Agent a sum in same day funds sufficient to pay the principal, premium, principal of or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons holders of Securities entitled thereto to such principal of or interest, and (unless such paying agent Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure so to act. (c) If the Company shall act as its own Paying Agent, it shall, by the opening of business (New York City time) on each due date of the principal and interest on any Security, set aside, segregate and hold in trust for the benefit of the persons entitled thereto, a sum sufficient to pay such principal or interest so becoming due and shall notify the Trustee of any failure to take such action. (d) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained. (de) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.04 is subject to the provisions of Sections 12.3 8.04 and 12.48.06.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself). Whenever the Company shall appoint a an additional paying agent other than the Trusteeagent, it will shall cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4,6.4: (1) that it will hold in trust for the benefit of the Holders and the Trustee all sums held by it as such agent for the payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the Debenturessuch Notes) in trust for the benefit of the holders Holders of the Debenturessuch Notes; (2) that it will give to the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debenturessuch Notes) to make any payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures such Notes when the same shall be due and payable; and (3) that it will, will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) . If the Company shall act as its own paying agentagent with respect to any Notes, it will, on or before each due date of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debenturessuch Notes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures such Notes a sum sufficient to pay such principal, premium, principal and any premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure by it to take such action and of any failure by the Company (or by any other obligor under the Debentureson such Notes) to make any payment of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debentures such Notes when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debenturesagents, it will, on or prior to each due date of the principal of (and premium, if any, ) or interest, if any, on the Debenturesany Notes, deposit with a such paying agent a sum sufficient to pay the principal, principal (and premium, interest if any) or other payments interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto to such principal, premium or interest, if any, and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of any failure on its action or failure part to so act. (c) . Anything in this Section 3.4 6.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section 6.4, such sums to be held by the Trustee upon the trusts herein contained. (d) . Anything in this Section 3.4 6.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 6.4 is subject to Sections 12.3 5.3 and 12.45.4 hereof.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Debt Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities) in trust for the benefit of the holders of the DebenturesDebt Securities; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Debt Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesDebt Securities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Debt Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesDebt Securities) to make any payment of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures Debt Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the DebenturesDebt Securities, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the DebenturesDebt Securities, deposit with a paying agent a sum sufficient to pay the principal, premium, premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesDebt Securities, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself). Whenever the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,Section: (1) that it such paying agent will hold all sums held received by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders Holders of the DebenturesNotes, or of the Trustee until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (2) that it such paying agent will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and premiumof, premium if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and (3) that it will, such paying agent will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the . The Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and any premium, if any, or interest, if any, interest on the DebenturesNotes, deposit with a the paying agent a sum sufficient to pay the principal, premium, such principal and any premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes entitled thereto to such principal of and any premium or interest, and (unless such paying agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or any failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, take such action. If the Company may, at any time, for the purpose of obtaining a satisfaction and discharge shall act as its own paying agent with respect to the DebenturesNotes, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on the Notes, set aside, segregate and hold in trust for any other reasonthe benefit of the Holders of the Notes, pay, or direct any paying agent a sum sufficient to pay such principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. The Company may at any time pay or cause to be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (d) , and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 section is subject to the provisions of Sections 12.3 5.03 and 12.45.04.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself). Whenever the Company shall appoint a an additional paying agent other than the Trusteeagent, it will shall cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4,7.4: (1) that it will hold in trust for the benefit of the Holders and the Trustee all sums held by it as such agent for the payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the Debenturessuch Notes) in trust for the benefit of the holders Holders of the Debenturessuch Notes; (2) that it will give to the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debenturessuch Notes) to make any payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures such Notes when the same shall be due and payable; and (3) that it will, will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) . If the Company shall act as its own paying agentagent with respect to any Notes, it will, on or before each due date of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debenturessuch Notes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures such Notes a sum sufficient to pay such principal, premium, principal and any premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure by it to take such action and of any failure by the Company (or by any other obligor under the Debentureson such Notes) to make any payment of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debentures such Notes when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debenturesagents, it will, on or prior to each due date of the principal of (and premium, if any, ) or interest, if any, on the Debenturesany Notes, deposit with a such paying agent a sum sufficient to pay the principal, principal (and premium, interest if any) or other payments interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto to such principal, premium or interest, if any, and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of any failure on its action or failure part to so act. (c) . Anything in this Section 3.4 7.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section 7.4, such sums to be held by the Trustee upon the trusts herein contained. (d) . Anything in this Section 3.4 7.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 7.4 is subject to Sections 12.3 6.3 and 12.46.4 hereof.

Provision as to Paying Agent. (a) If the Company Corporation shall appoint a paying agent other than the TrusteeDebenture Trustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Debenture Trustee an instrument in which such agent shall agree with the Debenture Trustee, subject to the provision provisions of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company Corporation or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Debenture Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of or interest (including Additional Sums and premiumCompounded Interest, if any, or interest) and Liquidated Damages, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, principal or interest or other payments so becoming due and will notify the Debenture Trustee in writing of any failure to take such action and of any failure by the Company Corporation (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Debenture Trustee all sums held in trust by payable with respect to the Company or any such paying agentSecurities, such sums to be held by the Debenture Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company Corporation shall appoint a paying agent other than the TrusteeDebenture Trustee with respect to the Junior Subordinated Debentures, it will cause such paying agent to execute and deliver to the Debenture Trustee an instrument in which such agent shall agree with the Debenture Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Junior Subordinated Debentures (whether such sums have been paid to it by the Company Corporation or by any other obligor on the Junior Subordinated Debentures) in trust for the benefit of the holders of the Junior Subordinated Debentures;; and (2) that it will give the Debenture Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor on the Junior Subordinated Debentures) to make any payment of the principal of and premiumpremium or interest (including Additional Sums and Compounded Interest, if any, or interest) and Liquidated Damages, if any, on the Junior Subordinated Debentures when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Junior Subordinated Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Junior Subordinated Debentures a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Debenture Trustee in writing of any failure to take such action and of any failure by the Company Corporation (or by any other obligor under the Junior Subordinated Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Junior Subordinated Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesJunior Subordinated Debentures hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Debenture Trustee all sums held in trust for such Junior Subordinated Debentures by the Company Debenture Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Debenture Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself unless an event of default has occurred and is continuing). Whenever the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,Section: (1) that it such paying agent will hold all sums held received by it as such agent for the payment of the principal of and premium, if any, or interest, if any, any premium or interest on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders Holders of the DebenturesNotes, or of the Trustee until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (2) that it such paying agent will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and (3) that it will, such paying agent will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the . The Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, any premium or interest, if any, interest on the DebenturesNotes, deposit with a the paying agent a sum sufficient to pay the principal, premium, such principal and any premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes entitled thereto to such principal of and any premium or interest, and (unless such paying agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or any failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, take such action. If the Company may, at any time, for the purpose of obtaining a satisfaction and discharge shall act as its own paying agent with respect to the DebenturesNotes, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on the Notes, set aside, segregate and hold in trust for any other reasonthe benefit of the Holders of the Notes, pay, or direct any paying agent a sum sufficient to pay such principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. The Company may at any time pay or cause to be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (d) , and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to the provisions of Sections 12.3 5.03 and 12.45.04.

Provision as to Paying Agent. (a) If the Company Corporation shall appoint a paying agent other than the TrusteeDebt Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Debt Trustee an instrument in which such agent shall agree with the Debt Trustee, subject to the provision of this Section 3.4,: (1) that it will hold all sums held by it as such agent for the payment of the principal of of, and premium, if any, or interest, if any, on on, the Debentures Securities of such series (whether such sums have been paid to it by the Company Corporation or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the DebenturesSecurities of such series; (2) that it will give the Debt Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of of, and premium, if any, or interest, if any, on on, the Debentures Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch default, upon the written request of the Debt Trustee, forthwith pay to the Debt Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities of such series a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Debt Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actaction. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Securities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Debt Trustee all sums held in trust for any such series by the Company Debt Trustee or any such paying agentagent hereunder, as required by this Section 3.4, such sums to be held by the Debt Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 11.3 and 12.411.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will shall cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeundertake, subject to the provision provisions of this Section 3.4,4.14: (1) that it will shall hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, interest or interestAdditional Interest, if any, on the Debentures (Securities whether such sums have been paid to it by the Company (or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders Holders and shall notify the Trustee of the Debenturesreceipt of sums to be so held; (2) that it will shall give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and of, premium, if any, interest or interestAdditional Interest, if any, on the Debentures Securities when the same shall be due and payable; and; (3) that it will, shall at any time during the continuance of any Event of DefaultDefault specified in Section 6.1(1) or 6.1(2) hereof, upon the written request of the Trustee, forthwith pay deliver to the Trustee all sums so held in trust by it; and (4) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such paying agentPaying Agent. (b) If the Company shall not act as its own paying agentPaying Agent, it willshall, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, by 10:00 a.m. on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or Business Day prior to each due date of the principal of and of, premium, if any, interest or interestAdditional Interest, if any, on the Debenturesany Securities, deposit with a paying agent such Paying Agent a sum in same day funds sufficient to pay the principalprincipal of, premium, if any, interest or other payments Additional Interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons holders of Securities entitled thereto to such principal of, premium, if any, interest or Additional Interest, if any, and (unless such paying agent Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure so to act. (c) If the Company shall act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, interest or Additional Interest, if any, on the Securities, set aside, segregate and hold in trust for the benefit of the persons entitled thereto, a sum sufficient to pay such principal or premium or interest or Additional Interest so becoming due and shall notify the Trustee of any failure to take such action. (d) Anything in this Section 3.4 4.14 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect of this Indenture pursuant to the DebenturesSection 8.1 hereof, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 4.14, such sums to be held by the Trustee upon the trusts herein contained. (de) Anything in this Section 3.4 4.14 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.14 is subject to the provisions of Sections 12.3 8.4 and 12.48.6 hereof.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securi- ties (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor obli- gor on the DebenturesSecurities) to make any payment of the principal of and premiumpremium or interest (including Additional Sums and Compounded Interest, if any, or interest) and Liquidated Damages, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal princi- pal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor obli- gor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge dis- charge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for such Securities by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall ---------------------------- appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,4.04: (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders of the DebenturesNotes; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Notes when the same shall be become due and payable; and (3) that it will, at any time during the continuance of any an Event of Default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agenttrust. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesNotes, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Notes a sum sufficient to pay such principal, principal and premium, if any, or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under on the DebenturesNotes) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Notes when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company or any such paying agentagent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein containedcontained and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (d) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.04 is subject to Sections 12.3 12.03 and 12.412.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the DebenturesSecurities; (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, premium or interest, if any, interest on the Debentures Securities when the same shall be due and payable; and (3iii) that it will, will at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such Securities by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent Paying Agent other than the Trustee, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any, ) or interest, if any, interest on the Debentures any series of Securities (whether such sums have been paid to it by the Company or by any other obligor on the Debenturessuch series of Securities) in trust for the benefit of the holders persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of the Debentures;as herein provided, and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debenturesany series of Securities) to make any payment of the principal of (and premium, if any, ) or interest, if any, interest on the Debentures such series of Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any an Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent. (b) If the The Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of (and premium, if any, ) or interest, if any, interest on the Debenturesany series of Securities, deposit with a paying agent the Paying Agent a sum sufficient to pay the principal, principal (and premium, if any) or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons holders of such series of Securities entitled thereto to such principal, premium or interest, and (unless such paying agent Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or failure so to act. (c) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any series of Securities, set aside, segregate and hold in trust for the benefit of the persons entitled thereto, a sum sufficient to pay such principal (and premium, if any) or interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of any such action or failure to take such action. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Securities hereunder, or for any other reason, paybut only in accordance with Article Eleven, pay or direct any paying agent cause to pay be paid to the Trustee or any Paying Agent all sums held in trust for any such series by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 3.04, such sums to be held by the Trustee or such Paying Agent upon the trusts herein contained. Upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. (de) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to the provisions of Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to any Series of Debt Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,5.04, that such request will: (1) that it will hold all sums held by it as such agent for the payment of the principal of and premiumof, premium (if any, ) or interest, interest (if any, ) on the Debentures Debt Securities of such Series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities of such Series) in trust for the benefit of the holders Holders of the DebenturesDebt Securities of such Series; (2) that it will give the Trustee prompt written and the Company notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities of such Series) to make any payment of the principal of and premiumof, premium (if any, ) or interest, interest (if any, ) on any of the Debentures Debt Securities of such Series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay sums held in trust to the Trustee all sums so held upon the Trustee’s request in trust by such paying agentthe event of a default pursuant to paragraph (2) immediately above. (b) If the Company shall act as its own paying agentagent with respect to any Series of Debt Securities, it will, on or before each due date for the payment of the principal of and premiumof, premium (if any, ) or interest or other payments, (if any, ) on any of the DebenturesDebt Securities of a Series, set aside, segregate and hold in trust for the benefit of the holders such Holders of the Debentures Debt Securities of such Series a sum sufficient to pay such principal, premium, premium (if any) or interest or other payments (if any) so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentureson such Debt Securities of such Series) to make any payment of the principal of and premiumof, premium (if any, ) or interest or other payments, (if any, ) on any of the Debentures Debt Securities of such Series when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture in accordance with respect to the DebenturesSections 13.01 and 13.02, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 5.04 is subject to Sections 12.3 and 12.413.03 through 13.05. (e) The Company hereby appoints the Trustee to act as paying agent for all Series of Debt Securities, but reserves the right to change the paying agent or to itself act as paying agent.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Debt Securities of any series or Tranche, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.44.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, on the Debentures such Debt Securities (whether such sums have been paid to it by the Company or by any other obligor on the Debenturessuch Debt Securities) in trust for the benefit of the holders of such Debt Securities, or the DebenturesCoupons appertaining thereto, if any; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debenturessuch Debt Securities) to make any payment of the principal of and of, premium, if any, or interest, if any, on the Debentures such Debt Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultfailure by the Company (or by any other obligor on such Debt Securities) specified in the preceding clause (2), such paying agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentit. (b) If the Company shall act as its own paying agentagent with respect to the Debt Securities of any series, it will, on or before each due date of the principal of and of, premium, if any, or interest or other paymentsinterest, if any, on the Debenturessuch Debt Securities, set aside, segregate and hold in trust for the benefit of the holders of such Debt Securities or the Debentures Coupons appertaining thereto, if any, a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentureson such Debt Securities) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on such Debt Securities when the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 4.04 is subject to Sections 12.3 12.03 and 12.412.04. (e) Whenever the Company shall have one or more paying agents with respect to the Debt Securities of any series, it will, prior to each due date of the principal of, premium, if any, or interest, if any, on the Debt Securities of such series, deposit with a designated paying agent a sum sufficient to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, 3.04, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if anyof, or interest, if any, interest on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders of the Debentures; Notes; (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and and 10 15 (3iii) that it will, will at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if anyof, or interest or other payments, if any, on the DebenturesNotes, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Notes a sum sufficient to pay such principal, premium, or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesNotes) to make any payment of the principal of and premium, if anyof, or interest or other payments, if any, on the Debentures Notes when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesNotes hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such Notes by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Securities and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself). Whenever the Company shall appoint a an additional paying agent other than the Trusteeagent, it will shall cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4,5.04: (1) that it will hold in trust for the benefit of the Holders and the Trustee all sums held by it as such agent for the payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the Debenturessuch Securities) in trust for the benefit of the holders Holders of the Debenturessuch Securities; (2) that it will give to the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debenturessuch Securities) to make any payment of the principal of and premium, if any, any premium or interest, if any, interest on the Debentures such Securities when the same shall be due and payable; and (3) that it will, will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) . If the Company shall act as its own paying agentagent with respect to any Securities, it will, on or before each due date of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debenturessuch Securities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures such Securities a sum sufficient to pay such principal, premium, principal and any premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure by it to take such action and of any failure by the Company (or by any other obligor under the Debentureson such Securities) to make any payment of the principal of and premium, if any, any premium or interest or other payments, if any, on the Debentures such Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debenturesagents, it will, on or prior to each due date of the principal of (and premium, if any, ) or interest, if any, on the Debenturesany Securities, deposit with a such paying agent a sum sufficient to pay the principal, principal (and premium, interest if any) or other payments interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto to such principal, premium or interest, if any, and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of any failure on its action or failure part to so act. (c) . Anything in this Section 3.4 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained. (d) . Anything in this Section 3.4 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 5.04 is subject to Sections 12.3 4.03 and 12.44.04 hereof.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.. Community Bancorp/Indenture/Floating Rate

Provision as to Paying Agent. (a) If the Company Issuer shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.5, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities (whether such sums have been paid to it by the Company Issuer or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders Holders of the Debentures;Securities and the Trustee; and (2) that it will give the Trustee prompt written notice of any failure by the Company Issuer (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Issuer shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principalprincipal or interest, premiumif any, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuer (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.5 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.5 to the contrary notwithstanding, any agreement of the agreement Trustee or any paying agent to hold sums in trust as provided in this Section 3.4 3.5 is subject to Sections 12.3 10.3 and 12.410.4. -20- 27 (e) Whenever the Issuer shall have one or more paying agents, it will, on or before each due date of the principal of or interest, if any, on any Securities, deposit with a paying agent a sum sufficient to pay the principal or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest, if any, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the DebenturesSecurities; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities when the same shall be due and payable; and (3) that it will, will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such series by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04 and Article XV.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures when the same shall be due and payable; and and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1) , that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) ; that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures when the same shall be due and payable; and (3) and that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) . If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) . Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) . <PAGE> Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. (a) If the Company Issuer shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,3.5, (1) (1) that it will hold all sums held by it as such paying agent for the payment of the principal of or interest, if any, on the Securities (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities and the Trustee; and (2) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities) to make any payment of the principal of, premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Issuer shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuer (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.5 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.5 to the contrary notwithstanding, any agreement of the agreement Trustee or any paying agent to hold sums in trust as provided in this Section 3.4 3.5 is subject to Sections 12.3 10.3 and 12.410.4. (e) Whenever the Issuer shall have one or more paying agents, it will, on or before each due date of the principal of or interest, if any, on any Securities, deposit with a paying agent a sum sufficient to pay the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

Provision as to Paying Agent. (a) If the Company Corporation shall appoint a paying agent Paying Agent other than the TrusteeTrustee with respect to the Senior Notes, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,: (1i) that it will hold all sums held by it as such agent for the payment of the principal of of, and premium, if any, or interestand interest on, if any, on the Debentures Senior Notes (whether such sums have been paid to it by the Company Corporation or by any other obligor on the DebenturesSenior Notes) in trust for the benefit of the holders Holders of the DebenturesSenior Notes; (2ii) that it will give the Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor on the DebenturesSenior Notes) to make any payment of the principal of of, and premium, if any, or interestand interest on, if any, on the Debentures Senior Notes when the same shall be due and payable; and (3iii) that it will, at any time during the continuance of any Event of Defaultsuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or and interest or other payments, if any, on the DebenturesSenior Notes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Senior Notes a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actaction. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSenior Notes, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for such Senior Notes by the Company Trustee or any such paying agentPaying Agent hereunder, as required by this Section 3.4, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 11.3 and 12.411.4.

Provision as to Paying Agent. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (a) If including without limitation itself). Whenever the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,Section: (1) that it such paying agent will hold all sums held received by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders Holders of the DebenturesNotes, or of the Trustee until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (2) that it such paying agent will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and (3) that it will, such paying agent will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the . The Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and any premium, if any, or interest, if any, interest on the DebenturesNotes, deposit with a the paying agent a sum sufficient to pay the principal, such principal and premium, if any, or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes entitled thereto to such principal of and any premium, if any, or interest, and (unless such paying agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or any failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, take such action. If the Company may, at any time, for the purpose of obtaining a satisfaction and discharge shall act as its own paying agent with respect to the DebenturesNotes, it will, on or before each due date of the principal of (and premium, if any,) or interest, if any, on the Notes, set aside, segregate and hold in trust for any other reasonthe benefit of the Holders of the Notes, pay, or direct any paying agent a sum sufficient to pay such principal (and premium, if any,) or interest, if any, so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. The Company may at any time pay or cause to be paid to the Trustee all sums held in trust by the Company it or any such paying agentagent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (d) , and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to the provisions of Sections 12.3 5.03 and 12.45.04.

Provision as to Paying Agent. (a) If the Company ---------------------------- shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,5.04: (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, and interest on the Debentures Notes (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders of the DebenturesNotes or the Trustee, as the case may be; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and or premium, if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and (3) that it will, will at any time during the continuance of any Event of Defaultsuch failure specified in subparagraph (2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. The Company shall, before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the paying agent a sum sufficient to pay such principal, premium, if any, or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and or premium, if any, or interest or other payments, if any, on the DebenturesNotes, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Notes a sum sufficient to pay such principal, principal or premium, if any, or interest or other payments so becoming due due, and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under on the DebenturesNotes) to make any payment of the principal of and or premium, if any, or interest or other payments, if any, on the Debentures Notes when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, of this Indenture or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company 47 it or any such paying agentagent hereunder, as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 5.04 is subject to Sections 12.3 Section 13.03 and 12.413.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeundertake, subject to the provision provisions of this Section 3.45.4, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures (Notes whether such sums have been paid to it by the Company (or by any other obligor on the DebenturesNotes) in trust for the benefit of the holders of the Debentures;Notes and will notify the Trustee of the receipt of sums to be so held, (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesNotes) to make any payment of the principal of and of, premium, if any, or interest, if any, interest on the Debentures Notes when the same shall be due and payable; and, (3iii) that it will, will at any time during the continuance of any Event of DefaultDefault specified in subsection (a) or (b) of Section 7.1, upon the written request of the Trustee, forthwith pay deliver to the Trustee all sums so held in trust by it, and (iv) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such paying agentPaying Agent, including, without limitation, the provision of Article III hereof. (b) If the Company shall not act as its own paying agentPaying Agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, by 11 a.m. on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or Business Day prior to each due date of the principal of and or premium, if any, or interestinterest on any Notes, deposit with such Paying Agent a sum in same day funds sufficient to pay the principal of, premium, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons holders of Notes entitled thereto to such principal of or premium, if any, or interest, and (unless such paying agent Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or failure so to act. (c) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of or premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the persons entitled thereto, a sum sufficient to pay such principal or premium or interest so becoming due and will notify the Trustee of any failure to take such action. (d) Anything in this Section 3.4 5.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesof this Indenture, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentPaying Agent hereunder, as required by this Section 5.4, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to any Series of Debt Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision provisions of this Section 3.4,5.04, that such agent will: (1i) that it will hold all sums held by it as such agent for the payment of the principal of of, and premium, premium (if any, ) or interest, interest (if any) on, on any of the Debentures Debt Securities of such Series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities of such Series) in trust for the benefit of the holders Holders of the DebenturesDebt Securities of such Series; (2ii) that it will give the Trustee prompt written and the Company notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities of such Series) to make any payment of the principal of of, and premium, premium (if any, ) or interest, interest (if any) on, on any of the Debentures Debt Securities of such Series when the same shall be due and payable; and (3iii) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay sums held in trust to the Trustee all sums so held upon the Trustee’s request in trust by such paying agentthe event of a default pursuant to clause (ii) immediately above. (b) If the Company shall act as its own paying agentagent with respect to any Series of Debt Securities, it will, on or before each due date for the payment of the principal of of, and premium, premium (if any, ) or interest or other payments, (if any) on, on any of the DebenturesDebt Securities of a Series, set aside, segregate and hold in trust for the benefit of the holders such Holders of the Debentures Debt Securities of such Series a sum sufficient to pay such principal, premium, premium (if any) or interest or other payments (if any) so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under on the DebenturesDebt Securities of such Series) to make any payment of the principal of of, and premium, premium (if any, ) or interest or other payments, (if any) on, on any of the Debentures Debt Securities of such Series when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture in accordance with respect to the DebenturesSections 13.01 and 13.02, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust by the Company it, or any such paying agentagent hereunder, as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 5.04 is subject to Sections 12.3 and 12.413.03 through 13.05. (e) The Company hereby appoints the Trustee to act as paying agent for all Series of Debt Securities, but reserves the right to change the paying agent or to itself act as paying agent.

Provision as to Paying Agent. (a1) If the Company Issuers shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provision provisions of this Section 3.43.5, (1i) that it will hold all sums held by it as such paying agent for the payment of the principal of or interest, if any, on the Securities (whether such sums have been paid to it by the Issuers or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities and the Trustee; and (ii) that it will give the Trustee notice of any failure by the Issuers (or by any other obligor on the Securities) to make any payment of the principal of, premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities when the same shall be due and payable; and (3iii) that it will, at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b2) If the Company Issuers shall act as its their own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders Holders of the Debentures Securities a sum sufficient to pay such principal, premium, interest if any, or other payments interest, if any, so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuers (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premiumof, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the DebenturesSecurities when the same shall become due and payable. (3) Anything in this Section 3.5 to the contrary notwithstanding, the Issuers may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this Section 3.5, such sums to be held by the Trustee upon the trusts herein contained. (4) Anything in this Section 3.5 to the contrary notwithstanding, any agreement of the Trustee or any paying agent to hold sums in trust as provided in this Section 3.5 is subject to Sections 10.3 and 10.4. (5) Whenever the Issuers shall have one or more paying agents, they will, on or before each due date of the principal of or interest, if any, on any Securities, deposit with a paying agent a sum sufficient to pay the principal, premium, interest if any, or other payments interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Company shall Issuers will promptly notify the Trustee in writing of its action or failure so to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of or interest (including Additional Sums and premiumCompounded Interest, if any, or interest, if any, ) on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, principal or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for such Securities by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company Corporation shall appoint a paying agent other than the TrusteeDebenture Trustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Debenture Trustee an instrument in which such agent shall agree with the Debenture Trustee, subject to the provision of this Section 3.43.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company Corporation or by any other obligor on the DebenturesSecurities) in trust for the benefit of the holders of the Debentures;Securities; and (2) that it will give the Debenture Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premiumpremium or interest (including Additional Sums and Compounded Interest, if any, or interest) and Liquidated Damages, if any, on the Debentures Securities when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Debenture Trustee in writing of any failure to take such action and of any failure by the Company Corporation (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, interest on the Debentures Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the Debentures;Securities (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities) to make any payment of the principal of and premium, if any, premium or interest, if any, interest on the Debentures Securities when the same shall be due and payable; and; (3iii) that it will, will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, on the DebenturesSecurities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of its action or any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debenturesagents, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, interest on the Debenturesany Securities, deposit with a paying agent a sum sufficient to pay the principal, principal of and premium, if any, or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto thereto, and (unless such paying agent is the Trustee) the Company shall will promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesSecurities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such Securities by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.4, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 11.3 and 12.411.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4,3.04. (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesSecurities of such series) in trust for the benefit of the holders of the Debentures;Securities of such series; and (2) that it is will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Securities of such series when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the DebenturesSecurities of any series, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Securities of such series a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesSecurities of such series) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay Securities of such series when the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto same shall become due and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to actpayable. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debenturesone or more or all series of Securities hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for any such series by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 11.03 and 12.411.04.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the TrusteeTrustee with respect to the Debentures, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1) that it will hold all sums held by it as such agent for the payment of the principal or Redemption Price of and premium, if any, or interest, if any, interest on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebentures of such series) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal or Redemption Price of and premium, if any, or interest, if any, interest on the Debentures when the same shall be due and payable; and; (3) that it will, will at any time during the continuance of any Event of Defaultsuch failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent; and (4) that it will not remove or impair the rights of any Holder of Capital Securities to bring a Direct Action in certain circumstances, as provided in Section 15.1. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal or Redemption Price of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, principal or Redemption Price and interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal or Redemption Price of and premium, if any, or interest or other payments, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesDebentures hereunder, or for any other reason, pay, pay or direct any paying agent cause to pay be paid to the Trustee all sums held in trust for the Debentures by the Company Trustee or any such paying agentagent hereunder, as required by this Section 3.4, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 11.3 and 12.411.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.4, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures when the same shall be due and payable; and (3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, premium or interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other paymentsinterest, if any, on the Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, premium or interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other reason, pay, . or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent Paying Agent other than the Trustee, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.43.04, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, all payments due on the Debentures Debt Securities (whether such sums have been paid to it by the Company or by any other obligor on the DebenturesDebt Securities) in trust for the benefit of the holders of the DebenturesDebt Securities; (2ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the DebenturesDebt Securities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debentures Debt Securities when the same shall be due and payable; and (3iii) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent. (b) If the Company shall act as its own paying agentPaying Agent, it will, on or before each due date of the principal of and premium, if any, or interest or other payments, if any, payments due on the DebenturesDebt Securities, set aside, segregate and hold in trust for the benefit of the holders of the Debentures Debt Securities a sum sufficient to pay make such principal, premium, interest or other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the DebenturesDebt Securities) to make any payment of the principal of and premium, if any, or interest or other payments, if any, on the Debentures Debt Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents Paying Agents for the DebenturesDebt Securities, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, payments on the DebenturesDebt Securities, deposit with a paying agent Paying Agent a sum sufficient to pay the principal, premium, interest or other all payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the DebenturesDebt Securities, or for any other reason, pay, or direct any paying agent Paying Agent to pay pay, to the Trustee all sums held in trust by the Company or any such paying agentPaying Agent, such sums to be held by the Trustee upon the trusts same terms and conditions herein contained. (d) Anything in this Section 3.4 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 3.04 is subject to Sections 12.3 and 12.412.03 and (e) The Company hereby initially appoints the Trustee to act as paying agent for the Debt Securities (the "Paying Agent").