Common use of Provisions as to Agents Clause in Contracts

Provisions as to Agents. (a) To the extent the Company appoints a Paying Agent, it will cause such agent to execute and deliver to the Company an instrument in which such agent shall agree with the Company, subject to the provisions of this Section 3.10, that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Guaranteed Notes in trust for the benefit of the Holders of the Guaranteed Notes. (b) The Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid Cash Interest or the accrued and unpaid cash interest portion of the Hybrid Interest on the Guaranteed Notes, deposit with the Paying Agent (if other than the Company) a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid Cash Interest or the accrued and unpaid cash interest portion of Hybrid Interest; provided that if such deposit is made on the due date, such deposit must be received by such Paying Agent by 11:00 a.m., New York City time, on such date. (c) Any money or property deposited with any Paying Agent (if other than the Company), or segregated by the Company, for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid Cash Interest or the accrued and unpaid cash interest portion of the Hybrid Interest on and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest shall be paid to the Company on request of the Company contained in an Officer’s certificate or (if then held by the Company) shall be released from such segregation; and the Holder of such Guaranteed Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of such Paying Agent (if other than the Company) with respect to such trust money and property shall thereupon cease. (d) The Company and the Paying Agent (if other than the Company) shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement, such amounts as such entity is required to deduct and withhold under the Code or any provision of applicable Law. To the extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement, as having been paid to the recipient in respect of which such deduction and withholding was made.

Provisions as to Agents. (a) To the extent the Company appoints a Paying Agent or Conversion Agent, it will cause such agent to execute and deliver to the Company an instrument in which such agent shall agree with the Company, subject to the provisions of this Section 3.103.11, that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price, the Fundamental Change Repurchase Price and the Fundamental Change Specified Date Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Guaranteed Notes for shares payable upon conversion or exchange in trust for the benefit of the Holders of the Guaranteed Notes. (b) The Company shall, on or before each due date of the principal (including the Redemption Price, the Fundamental Change Repurchase Price and the Fundamental Change Specified Date Repurchase Price, if applicable) of, or accrued and unpaid Cash Interest or the accrued and unpaid cash interest portion of the Hybrid Interest on the Guaranteed Notes, Notes deposit with the Paying Agent (if other than the Company) a sum sufficient to pay such principal (including the Redemption Price, the Fundamental Change Repurchase Price and the Fundamental Change Specified Date Repurchase Price, if applicable) or accrued and unpaid Cash Interest or the accrued and unpaid cash interest portion of Hybrid Interestinterest; provided that if such deposit is made on the due date, such deposit must be received by such Paying Agent by 11:00 a.m., New York City time, on such date. (c) Any money or property deposited with any Paying Agent or Conversion Agent (in each case, if other than the Company), or segregated by the Company, for the payment of the principal (including the Redemption Price, the Fundamental Change Repurchase Price and the Fundamental Change Specified Date Repurchase Price, if applicable) of, accrued and unpaid Cash Interest or interest on and the accrued and unpaid cash interest portion consideration due upon conversion of the Hybrid Interest on any Note and remaining unclaimed for two years after such principal (including the Redemption Price, the Fundamental Change Repurchase Price and the Fundamental Change Specified Date Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s certificate or (if then held by the Company) shall be released from such segregation; and the Holder of such Guaranteed Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of such Paying Agent or Conversion Agent (in each case, if other than the Company) with respect to such trust money and property shall thereupon cease. (d) The Company and the Paying Agent (if other than the Company) shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement, the Warrant, the Parent Warrant or the Exchange Agreement, as applicable, such amounts as such entity is required to deduct and withhold under the Code or any provision of applicable Law. To the extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement, the Warrant, the Parent Warrant and the Exchange Agreement, as applicable, as having been paid to the recipient in respect of which such deduction and withholding was made.

Provisions as to Agents. (a) To If the extent the Company appoints Issuer shall appoint a Paying Agent, it or if the Trustee shall appoint such a Paying Agent, other than the initial Paying Agent, Deutsche Bank AG, London Branch, the Issuer will cause such agent Paying Agent to execute and deliver to the Company Trustee an instrument in which such agent shall agree with the CompanyTrustee, subject to the provisions of this Section 3.104.04, and Deutsche Bank AG, London Branch, as initial Paying Agent, hereby agrees: (i) that it will hold all sums held give the Trustee notice of any failure by it as such agent for the Issuer (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest on the Notes when the same shall be due and payable; and (including ii) that at any time during the Redemption Price continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held. The Issuer shall, on or before 10.00 am, London time, on the Business Day prior to each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee and the Fundamental Change Repurchase Price, if applicablePaying Agent of any failure to take such action. Subject to actual receipt of such funds as provided by this Section 4.04(a) of, and accrued and unpaid interest onby the Paying Agent, the Guaranteed Paying Agent shall make payments on the Notes in trust for accordance with the benefit provisions of this Indenture. The Issuer shall ensure that two (2) Business Days prior to the date that such payment is due to be made, it will confirm in writing to the Paying Agent in a form agreed upon by the Paying Agent and the Issuer the payment scheduled to be made. No Agent shall be obliged to make payment to Holders until such time as it has received funds and been able to identify or confirm receipt of the Guaranteed Notesfunds. The Paying Agent shall not be obliged to make payment to Holders until such time as it has received funds and been able to identify or confirm receipt of funds. (b) The Company shallIf the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Priceof, premium, if applicable) ofany, or accrued interest on the Notes, set aside, segregate and unpaid Cash Interest or hold in trust for the accrued and unpaid cash interest portion benefit of the Hybrid Interest on the Guaranteed Notes, deposit with the Paying Agent (if other than the Company) Holders a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Priceprincipal, premium, if applicableany, and interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or accrued and unpaid Cash Interest or the accrued and unpaid cash interest portion of Hybrid Interest; provided that if such deposit is made on the Notes when the same shall become due date, such deposit must be received by such Paying Agent by 11:00 a.m., New York City time, on such dateand payable. (c) Any money or property deposited with Anything in this Section 4.04 to the contrary notwithstanding, the Issuer may, at any Paying Agent (if other than the Company), or segregated by the Companytime, for the payment purpose of the principal (including the Redemption Price obtaining a satisfaction and the Fundamental Change Repurchase Pricedischarge of this Indenture, if applicable) ofor for any other reason, accrued and unpaid Cash Interest pay or the accrued and unpaid cash interest portion of the Hybrid Interest on and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest shall cause to be paid to the Company on request of Trustee all sums held in trust by the Company contained in an Officer’s certificate Issuer or (if then any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Company) Trustee upon the trusts herein contained and upon such payment by the Issuer or any Paying Agent to the Trustee, the Issuer or such Paying Agent shall be released from such segregation; and the Holder of such Guaranteed Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all further liability of such Paying Agent (if other than the Company) with respect to such trust money and property shall thereupon ceasesums. (d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Section 11.02 and Section 11.03. (e) The Company rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or joint and several. (f) The Issuer and the Paying Agent (if other than Agents acknowledge and agree that in the Company) event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee. Prior to receiving such written notice from the Trustee, the Agents shall be entitled the agents of the Issuer and need have no concern for the interests of the Holders except as set forth in this Indenture. (g) The Agents will hold all funds as bankers subject to deduct the terms of this Indenture and withhold from any amounts payable pursuant to this Agreementas a result, such amounts as such entity is required money will not be held in accordance with the rules established by the Financial Services Authority in the Financial Services Authority's Handbook of rules and guidance from time to deduct and withhold under time in relation to client money. (h) Any obligation the Code or any provision Agents may have to publish a notice to Holders of applicable Law. To a Global Note on behalf of the extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes Issuer will have been met upon delivery of this Agreementthe notice to Euroclear and/or Clearstream, as having been paid to applicable. The Trustee shall not be responsible for the recipient in respect actions of which any other Paying Agents (including the Issuer if acting as its own Paying Agent) and shall have no control of any funds held by such deduction and withholding was madeother Paying Agents.

Provisions as to Agents. (a) To the extent the Company appoints a Paying Agent or Conversion Agent, it will cause such agent to execute and deliver to the Company an instrument in which such agent shall agree with the Company, subject to the provisions of this Section 3.103.11, that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and Price, the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Guaranteed New Convertible Notes for shares payable upon conversion or exchange in trust for the benefit of the Holders of the Guaranteed New Convertible Notes. (b) The Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid Cash Interest or the accrued and unpaid cash interest portion of the Hybrid Interest on the Guaranteed Notes, New Convertible Notes deposit with the Paying Agent (if other than the Company) a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid Cash Interest or the accrued and unpaid cash interest portion of Hybrid Interestinterest; provided that if such deposit is made on the due date, such deposit must be received by such Paying Agent by 11:00 a.m., New York City time, on such date. (c) Any money or property deposited with any Paying Agent or Conversion Agent (in each case, if other than the Company), or segregated by the Company, for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid Cash Interest or interest on and the accrued and unpaid cash interest portion consideration due upon conversion of the Hybrid Interest on any New Convertible Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s certificate or (if then held by the Company) shall be released from such segregation; and the Holder of such Guaranteed New Convertible Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of such Paying Agent or Conversion Agent (in each case, if other than the Company) with respect to such trust money and property shall thereupon cease. (d) The Company and the Paying Agent (if other than the Company) shall be entitled to deduct and withhold from any amounts payable pursuant to this AgreementAgreement or the Warrant, as applicable, such amounts as such entity is required to deduct and withhold under the Code or any provision of applicable Law. To the extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement, the Underlying Shares or the Warrant, as applicable, as having been paid to the recipient in respect of which such deduction and withholding was made.