Common use of Provisions as to Paying Agent Clause in Contracts

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer Issuer, the Guarantor or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer or the Guarantor shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or the Guarantor or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Issuer, the Guarantor or any Paying Agent to the Trustee, the Issuer Issuer, the Guarantor or such Paying Agent shall be released from all further liability with respect to such sums. (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 hereof11.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer or Guarantor if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer 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 provisions of this Section 4.045.4: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent paying agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 Sections 11.02 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 Sections 11.02 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: (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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2ii) that it will give the Trustee notice of any failure by 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 (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof11.03. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeagree, subject to the provisions of this Section 4.045.03: (1i) that it will hold all sums held by it as such agent for the payment of the principal of of, any premium on, accrued and premiumunpaid interest, if any, or interest on on, the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2ii) that it will give the Trustee prompt written notice of any failure by the Issuer (or by any other obligor on the Notes) Company to make any payment of the principal of of, any premium on, accrued and premiumunpaid interest, if any, or interest on on, the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premiumany premium on, accrued and unpaid interest, if any, or interest on 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 anyaccrued and unpaid interest, or interest as the case may be, and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, that provided that, if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premiumany premium on, accrued and unpaid interest, if any, or interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, any premium, accrued and unpaid interest, if any, and interest as the case may be, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer (or any other obligor under the Notes) Company to make any payment of the principal of, premiumpremium on, if anyaccrued and unpaid interest on, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.03 to the contrary notwithstanding, the Issuer Company 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 the Issuer or any Paying Agent hereunder as required by this Section 4.045.03, such sums to be held by the 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 (if other than the Company) shall be released from all further liability with respect to such sums. (d) Anything Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, accrued and unpaid interest, has become due and payable shall be paid to the contrary notwithstandingCompany on written request of the Company contained in an Officer’s Certificate, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Section 11.02 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of any other Paying Agents or (including the Issuer if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer 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 provisions of this Section 4.045.4: (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 (including Liquidated Damages, if any) on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesPerson) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesPerson) to make any payment of the principal of and premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent paying agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest (including Liquidated Damages, if any) so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesPerson) to make any payment of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer will Company or the Trustee, as the case may be, shall 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 provisions of this Section 4.044.4: (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, or interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will shall give the Trustee written notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and of, premium, if any, or interest on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will shall forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer will Company shall promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it willshall, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly shall notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.044.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 4.4 is subject to Section 11.02 Sections 12.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents12.4.

Provisions as to Paying Agent. (a1) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04: 1003: (1a) 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 on the Notes Securities (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesSecurities) in trust for the benefit of the Holders of the Notes; Securities; (2b) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesSecurities) to make any payment of the principal of and premium, if any, or interest on the Notes Securities when the same shall be due and payable; and and (3c) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the NotesSecurities, 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 Company will promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 12:00 p.m. New York City time, on such date. (b2) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the NotesSecurities, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Securities a sum sufficient to pay such principal, premium, if any, 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 Company (or any other obligor under the NotesSecurities) to make any payment of the principal of, premium, if any, or interest on the Notes Securities when the same shall become due and payable. (c3) Anything in this Section 4.04 1003 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.041003, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (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 hereof. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. (a) In accordance with Section 3.06, the Company may designate additional Paying Agents, rescind the designation of any Paying Agent, or approve a change in the office through which any Paying Agent acts. If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders of the NotesNotes or the Trustee; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (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 (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of 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 principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, by 11:00 a.m. New York City time on or before each due date of the principal of, premium, if any, of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (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 Sections 13.03 and Section 11.03 hereof. 13.04. (e) The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04: (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premiumof, interest (including Additional Interest, if any) on, or interest on the Notes Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesSecurities) in trust for the benefit of the Holders of the NotesSecurities; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesSecurities) to make any payment of the principal of and premiumor interest (including Additional Interest, if any, or interest ) on the Notes Securities when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premiumof or interest (including Additional Interest, if any, or interest ) on the NotesSecurities, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, premiumor interest (including Additional Interest, if any) on, or interest on the NotesFundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Securities a sum sufficient to pay such principal, premiuminterest (including Additional Interest, if any), and interest Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesSecurities) to make any payment of the principal of, premiumor interest (including Additional Interest, if any) on, or interest on the Notes Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (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 Sections 12.03 and Section 11.03 hereof12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.04Section: (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 Interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before the Business Day prior to each due date of the principal of, premium, if any, or interest Interest on the Notes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or Interest, premium, if any, or interest and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before the Business Day prior to each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04Section, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 Sections 11.03 and Section 11.03 hereof11.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.045.04: (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 Interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of or interest 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 principalprincipal or Interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 Sections 13.02 and Section 11.03 hereof13.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 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 anyof, or interest on on, the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes) to make any payment of the principal of and premium, if anyof, or interest on on, the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before each due date of the principal of, premium, if any, or interest on 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 of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, principal 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 interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof11.03. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.043.04: (1i) that it will hold all sums held by it as such agent for the payment of the principal of of, and premiumaccrued and unpaid interest (including Additional Interest, if any) on, or interest on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the NotesCompany) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes) Company to make any payment of the principal of of, and premiumaccrued and unpaid interest (including Additional Interest, if any) on, or interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premiumor accrued and unpaid interest (including Additional Interest, 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, premiumprincipal or accrued and unpaid interest (including Additional Interest, if any, or interest ) and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 11:00 a.m. a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premiumof and accrued and unpaid interest (including Additional Interest, if any, or interest ) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premiumprincipal and accrued and unpaid interest (including Additional Interest, if any, and interest ) so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer (or any other obligor under the Notes) Company to make any payment of the principal of, premiumof and accrued and unpaid interest (including Additional Interest, if any, or interest ) on the Notes Notes, when the same shall become due and payable. (c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.043.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Section 11.02 11.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents11.04.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.045.4: (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 (including Liquidated Damages, if any) on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest (including Liquidated Damages, if any) so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.04Section: (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 Interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. . (b) The Issuer Company shall, on or before the Business Day prior to each due date of the principal of, premiumor Default Interest, if any, or interest on the Notes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal, premiumprincipal or Default Interest, if any, or interest and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (bc) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before the Business Day prior to each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04Section, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (de) 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 Sections 11.03 and Section 11.03 hereof11.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentwith respect to any series of Securities, the Issuer Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, Trustee subject to the provisions of this Section 4.04: (1) 5.07, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal of and premiumTrust Indenture Act, if any, or interest on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shalltrust by such Paying Agent. (b) If the Company shall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act. (c) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to 11:00 a.m. Eastern Time on or before each due date (except with respect to Securities issued outside the United States, which the Company will, at or prior to 5:00 p.m. on the day prior to each due date) of the principal of, premium, if any, or interest interest, if any, on the Notesany Securities of that series, deposit with the a Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such the principal, premium, if any, or interest interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any its action or failure so to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such dateact. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the Issuer Company may, at its option, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this IndentureSecurities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.07, such sums to be held by the 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 all further liability with respect to such sumscontained. (de) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.07 is subject to Section 11.02 Sections 13.04 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.05.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.04: (1) that it will hold all sums held by it as such agent for the payment of the principal Principal Amount of and premium, if any, or interest Interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal Principal Amount of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, Principal Amount of or interest 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 principalPrincipal Amount or Interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Company or the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, Principal Amount of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest Principal Amount or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, Principal Amount of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Company, the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company, the Issuer or any Paying Agent to the Trustee, the Company, the Issuer or such Paying Agent shall be released from all further liability with respect to such sums. (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 Sections 12.02 and Section 11.03 hereof12.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company or the Issuer if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.045.4: (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 on the Notes Debentures (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesDebentures) in trust for the benefit of the Holders holders of the NotesDebentures; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest on the Notes Debentures when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent paying agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes Debentures a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesDebentures) to make any payment of the principal of, premium, if any, or interest on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentwith respect to any series of Securities, the Issuer Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, Trustee subject to the provisions of this Section 4.04: (1) 5.07, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal of and premiumTrust Indenture Act, if any, or interest on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shalltrust by such Paying Agent. (b) If the Company shall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act. (c) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to 12:00 p.m. on or before each due date (except with respect to Securities issued outside the United States, which the Company will, at or prior to 5:00 p.m. on the day prior to each due date) of the principal of, premium, if any, or interest interest, if any, on the Notesany Securities of that series, deposit with the a Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such the principal, premium, if any, or interest interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any its action or failure so to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such dateact. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the Issuer Company may, at its option, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this IndentureSecurities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.07, such sums to be held by the 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 all further liability with respect to such sumscontained. (de) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.07 is subject to Section 11.02 Sections 13.04 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.05.

Provisions as to Paying Agent. (a) If the Issuer MAALP shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer MAALP 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer MAALP or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer MAALP (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer MAALP shall, on or before 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 MAALP will promptly notify the Trustee in writing of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer MAALP shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer MAALP (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer MAALP 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 the Issuer MAALP or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer MAALP or any Paying Agent to the Trustee, the Issuer MAALP or such Paying Agent shall be released from all further liability with respect to such sums. (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 hereof. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer MAALP if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: (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 Interest on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before each due date of the principal of, premium, if any, of or interest 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, principal or interest Interest and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, principal and interest 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, of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof11.03. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.04: (1i) that it will hold all sums held by it as such agent for the payment of the principal of and of, or premium, if any, or interest on on, the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee written notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and of, or premium, if any, or interest on on, the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, or premium if any, or interest on on, the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentthe paying agent, it will, on or before each due date of the principal of, or premium, if any, or interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due due, will account for any funds disbursed by it and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, or premium, if any, or interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 Sections 12.03 and Section 11.03 hereof12.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentthe paying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: (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 Interest on the Notes (whether such sums have been paid to it by the Issuer Issuer, the Guarantor or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before each due date of the principal of, premium, if any, of or interest 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, principal or interest Interest and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer or the Guarantor shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, principal and interest 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, of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this IndentureIndenture or effecting legal defeasance or covenant defeasance of the Notes as provided in Article 11, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer or the Guarantor or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 11.03 and Section 11.03 hereof11.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer or the Guarantor if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before each due date of the principal of, premium, if any, of or interest on the Notes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent paying agents is the Trustee) the Issuer will promptly notify the Trustee Trustees of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City London time, on such date. (b) If the Issuer shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee Trustees 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, of or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer or any Paying Agent paying agent to the Trustee, the Issuer or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 Sections 13.03 and Section 11.03 hereof13.04. The No Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04:3.04. (1i) that it will hold all sums held by it as such agent for the payment of the principal of of, and premiumaccrued and unpaid interest on, if any, or interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of of, and premiumaccrued and unpaid interest on, if any, or interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or accrued and unpaid 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, principal or accrued and unpaid interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 11:00 a.m. a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or of and accrued and unpaid interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, principal and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or of and accrued and unpaid interest on the Notes Notes, when the same shall become due and payable. (c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.043.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Section 11.02 11.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents11.04.

Provisions as to Paying Agent. (a) The Company may designate additional Paying Agents, rescind the designation of any Paying Agent, or approve a change in the office through which any Paying Agent acts. If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of 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 principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 12:00 p.m. noon New York City time, on such date.. In the event that the Paying Agent receives funds in advance of the due date, the Paying Agent shall be entitled to invest such funds in the U.S. Bank Money Market Deposit Account, any earnings on which shall be for the account of the Company (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest on the Notes when the same shall become due and payable. Upon any Event of Default under Sections 9.01(i) or 9.01(j), the Trustee shall automatically be the Paying Agent. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (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 13.03 and Section 11.03 hereof13.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: (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 on the Notes Debentures (whether such sums have been paid to it by the Issuer or by any other obligor on the NotesDebentures) in trust for the benefit of the Holders of the NotesDebentures; (2ii) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest on the Notes Debentures when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, 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 of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Debentures a sum sufficient to pay such principal, premium, if any, 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 NotesDebentures) to make any payment of the principal of, premium, if any, or interest on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof11.03. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.046.04: (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 Interest on the Notes Debentures (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesDebentures) in trust for the benefit of the Holders holders of the NotesDebentures; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest Interest on the Notes Debentures when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of or interest Interest on the NotesDebentures, deposit with the Paying Agent paying agent a sum (in funds which that are immediately available on the due date for such payment) sufficient to pay such principalprincipal or Interest, premium, if any, or interest and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes Debentures a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesDebentures) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.046.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 6.04 is subject to Section 11.02 Sections 15.03 and Section 11.03 hereof15.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.045.04: (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 (including Liquidated Damages, if any) on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest (including Liquidated Damages, if any) so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 Sections 13.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.

Provisions as to Paying Agent. (a) The Company, prior to each due date of principal of, premium, if any, or interest on the Notes, will deposit with the 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. The Company hereby initially appoints the Trustee as Paying Agent. If the Issuer Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to the Notes, the Company will notify the Trustee of its making, or if failure to make, any such payment; and the Trustee Company also shall appoint such a Paying Agent, the Issuer will cause any such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.043.03, as follows: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders of the NotesPersons entitled thereto; (2) that it will give the Trustee prompt oral notice confirmed in writing of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and of, premium, if any, or interest on the Notes when the same shall be due and payable; and (3) that it will, at any time during the continuance of an Event of Default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shallby it as such agent. (b) If the Company shall act as its own Paying Agent with respect to the Notes, on or before 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 Notes it will promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Persons entitled thereto a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or by any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything Notwithstanding anything in this Section 4.04 3.03 to the contrary notwithstandingcontrary, the Issuer mayCompany, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, Indenture or for any other reason, may pay or cause by Company Order direct any Paying Agent to be paid pay to the Trustee all sums held in trust by the Issuer Company or any Paying Agent hereunder as required by under this Section 4.04Indenture, such sums to be held by the 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 all further liability with respect to such sumsin this Indenture. (d) Anything Notwithstanding anything in this Section 4.04 3.03 to the contrary notwithstandingcontrary, the agreement to hold sums in trust as provided in this Section 4.04 3.03 is subject to Section 11.02 Sections 10.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents10.04.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.04: (1) 3.02 that it will hold all sums held by it as such agent for Paying Agent will, during the payment continuance of the principal of and premium, if any, or interest on the Notes (whether such sums have been paid to it any Default by the Issuer Company (or by any other obligor on upon the Notes) in trust for the benefit making of the Holders any payment in respect of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trusttrust by such Paying Agent as such. The Issuer Company shall, on or before each due date of the principal ofof (excluding any Fundamental Change Repurchase Price with respect to), premiumor interest (including Additional Interest, if any) on, 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 principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company or the Guarantor shall act as its the Company’s own Paying Agent, it will, on or before each due date of the principal of, premiumof or interest (including Additional Interest, if any, or interest ) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premiumprincipal or interest (including Additional Interest, if any, 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 Company (or any other obligor under the Notes) to make any payment of the principal of, premiumof or interest (including Additional Interest, if any, or interest ) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.043.02, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.02 is subject to Section 11.02 and Section 11.03 hereof. 9.03. (e) The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company or the Guarantor if acting as its the Company’s own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if Trustee with respect to the Trustee shall appoint such Securities (a "Paying Agent, the Issuer ") it will cause such 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 provisions of this Section 4.043.04: (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 on interest, if any, on, the Notes Securities (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesSecurities) in trust for the benefit of the Holders of the Notes;Securities; and (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesSecurities) to make any payment of the principal of of, and premium, if any, or interest on interest, if any, on, the Notes Securities when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, of and premium, if any, or interest interest, if any, on the NotesSecurities, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Securities a sum sufficient to pay such principal, premium, if any, and premium or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or by any other obligor under the NotesSecurities) to make any payment of the principal of, and premium, if any, or interest on on, the Notes Securities when the same shall become due and payable. (c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Issuer Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenturewith respect to the Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer Company or any Paying Agent hereunder paying agent hereunder, as required by this Section 4.043.04, such sums to be held by the 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 all further liability with respect to such sumscontained. (d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Section 11.02 Sections 11.03 and Section 11.03 hereof. 11.04. (e) The Company hereby appoints the Trustee shall not be responsible as the initial Paying Agent for the actions of 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 other Paying AgentsSecurities.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer 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 provisions of this Section 4.045.4: (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 (including Liquidated Damages, if any) on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent paying agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest (including Liquidated Damages, if any) so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer 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 provisions of this Section 4.045.4: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and of, premium, if any, or interest on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 section 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.045.04: (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 and accrued and unpaid interest and Additional Interest, if any, on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or and accrued and unpaid interest and Additional Interest, if any, on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, or premium, if any, or accrued and unpaid interest or Additional Interest, if any, 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 accrued and unpaid interest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 11:00 a.m. a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or accrued and unpaid interest and Additional Interest, if any, on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, accrued and unpaid interest and Additional 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 Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or accrued and unpaid interest and Additional Interest, if any, on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 13.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.04.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.045.4: (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 on the Notes Debentures (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesDebentures) in trust for the benefit of the Holders holders of the NotesDebentures; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest on the Notes Debentures when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes Debentures a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or by any other obligor under the NotesDebentures) to make any payment of the principal of, premium, if any, or interest on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sumsmoney. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.045.04: (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 (including Liquidated Damages, if any) on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (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 (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest (including Liquidated Damages, if any) so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 13.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer will Company or the Trustee, as the case may be, shall 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 provisions of this Section 4.044.4: (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, or interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will shall give the Trustee written notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and of, premium, if any, or interest on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will shall forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer will Company shall promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it willshall, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly shall notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.044.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 4.4 is subject to Section 11.02 Sections 12.2 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents12.3.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.04: (1) that it will hold all sums held by it as such agent for the payment of the principal of and of, or premium, if any, or interest on on, the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee written notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and of, or premium, if any, or interest on on, the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, or premium if any, or interest on on, the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentthe paying agent, it will, on or before each due date of the principal of, or premium, if any, or interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due due, will account for any funds disbursed by it and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, or premium, if any, or interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 Sections 12.03 and Section 11.03 hereof12.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentthe paying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.046.04: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.046.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 6.04 is subject to Section 11.02 Sections 14.03 and Section 11.03 hereof14.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.043.02 that such Paying Agent will: (1i) that it will hold all sums held by it as such comply with the duties applicable to a paying agent for under the payment TIA; and (ii) during the continuance of the principal of and premium, if any, or interest on the Notes (whether such sums have been paid to it any Default by the Issuer Company (or by any other obligor on upon the Notes) in trust for the benefit making of the Holders any payment in respect of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trusttrust by such Paying Agent as such. The Issuer Company shall, on or before each due date of the principal of, premium, if anyof (excluding any Repurchase Price with respect to), or interest on 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 principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.043.02, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.02 is subject to Section 11.02 and Section 11.03 hereof. 8.05 of the Base Indenture. (e) The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.045.04: (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 Interest on the Notes Securities (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesSecurities) in trust for the benefit of the Holders holders of the NotesSecurities; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesSecurities) to make any payment of the principal of and premium, if any, or interest Interest on the Notes Securities when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal ofof or Interest, premium, if any, or interest on the NotesSecurities, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or Interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the NotesSecurities, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Securities a sum sufficient to pay such principalprincipal or Interest, premium, if any, 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 Company (or any other obligor under the NotesSecurities) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes Securities when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 12.03 and Section 11.03 hereof12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if Trustee with respect to the Trustee shall appoint such Securities (a “Paying Agent”), the Issuer it will cause such 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 provisions of this Section 4.043.04: (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 on interest, if any, on, the Notes Securities (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesSecurities) in trust for the benefit of the Holders of the Notes;Securities; and (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesSecurities) to make any payment of the principal of of, and premium, if any, or interest on interest, if any, on, the Notes Securities when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, of and premium, if any, or interest on the NotesSecurities, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Securities a sum sufficient to pay such principal, premium, if any, and premium or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or by any other obligor under the NotesSecurities) to make any payment of the principal of, and premium, if any, or interest on on, the Notes Securities when the same shall become due and payable. (c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Issuer Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenturewith respect to the Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer Company or any Paying Agent hereunder paying agent hereunder, as required by this Section 4.043.04, such sums to be held by the 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 all further liability with respect to such sumscontained. (d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Section 11.02 Sections 11.03 and Section 11.03 hereof. 11.04. (e) The Company hereby appoints the Trustee shall not be responsible as the initial Paying Agent for the actions of 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 other Paying AgentsSecurities.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.045.4: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee written notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such paymentavailable) sufficient to pay such principal, premium, if any, or interest interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent paying agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.045.04: (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 on the Notes Debentures (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesDebentures) in trust for the benefit of the Holders of the NotesDebentureholders; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest on the Notes Debentures when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Debentureholders a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesDebentures) to make any payment of the principal of, premium, if any, or interest on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 Sections 13.03 and Section 11.03 hereof13.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer will Company or the Trustee, as the case may be, shall 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 provisions of this Section 4.044.4: (1i) 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, or interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will shall give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall forthwith pay to the Trustee all sums so held in trust. 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 shall promptly notify the Trustee of any failure to take such action. (b) 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, or interest or any Make-Whole Payment on the Notes, set aside, segregate and hold in trust for the benefit of the holders of the Notes a sum sufficient to pay such principal, premium, if any, or interest so becoming due and shall notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest or any Make-Whole Payment on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.044.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 4.4 is subject to Section 11.02 Sections 12.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents12.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by no later than 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof. The Trustee shall not be responsible for for, and shall have no liability for, the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.045.04: (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 Interest on the Notes Debentures (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesDebentures) in trust for the benefit of the Holders holders of the NotesDebentures; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest Interest on the Notes Debentures when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of or interest Interest on the NotesDebentures, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or Interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes Debentures a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesDebentures) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 Sections 13.02 and Section 11.03 hereof13.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.043.02 that such Paying Agent will: (1i) that it will hold all sums held by it as such comply with the duties applicable to a paying agent for under the payment TIA; and (ii) during the continuance of the principal of and premium, if any, or interest on the Notes (whether such sums have been paid to it any Default by the Issuer Company (or by any other obligor on upon the Notes) in trust for the benefit making of the Holders any payment in respect of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trusttrust by such Paying Agent as such. The Issuer Company shall, on or before each due date of the principal of, premium, if anyof (excluding any Fundamental Change Repurchase Price with respect to), or interest on 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 principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.043.02, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.02 is subject to Section 11.02 and Section 11.03 hereof. 8.05 of the Base Indenture. (e) The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 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 Interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of or interest 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 principalprincipal or Interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (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 Sections 12.02 and Section 11.03 hereof12.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04: (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premiumof, interest (including Additional Interest, if any) on, or interest on the Notes Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesSecurities) in trust for the benefit of the Holders of the NotesSecurities; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesSecurities) to make any payment of the principal of and premiumor interest (including Additional Interest, if any, or interest ) on the Notes Securities when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premiumof or interest (including Additional Interest, if any, or interest ) on the NotesSecurities, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, premiumor interest (including Additional Interest, if any) on, or interest on the NotesFundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Securities a sum sufficient to pay such principal, premiuminterest (including Additional Interest, if any), and interest Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesSecurities) to make any payment of the principal of, premiumor interest (including Additional Interest, if any) on, or interest on the Notes Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Coupon Make Whole Payments of, the Securities when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (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 Sections 12.03 and Section 11.03 hereof12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer 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 provisions of this Section 4.045.4: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the TrusteeAgent, 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 Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04, and Deutsche Bank AG, London Branch, as initial Paying Agent, hereby agrees: (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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2i) that it will give the Trustee notice of any failure by 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 (3ii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. 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 Paying Agent of any failure to take such action; provided. Subject to actual receipt of such funds as provided by this Section 4.04(a) by the Paying Agent, that if such deposit is made the Paying Agent shall make payments on the Notes in accordance with the provisions of this Indenture. The Issuer shall ensure that two Business Days prior to the date that such payment is due dateto be made, such deposit shall be received it will confirm in writing to the Paying Agent in a form agreed upon by the Paying Agent by 11:00 a.m. New York City time, on and the Issuer the payment scheduled to be made. No Agent shall be obliged to make payment to Holders until such datetime as it has received funds and been able to identify or confirm receipt of funds. 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) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof11.03. (e) The 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 Agents acknowledge and agree that in the 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 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 the terms of this Indenture and as a result, such 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 time in relation to client money. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.043.04: (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 on the Notes Securities (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesSecurities) in trust for the benefit of the Holders holders of the NotesSecurities; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesSecurities) to make any payment of the principal of and premium, if any, or interest Interest on the Notes Securities when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of or interest Interest on the NotesSecurities, deposit with the Paying Agent 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, principal or interest Interest and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, PROVIDED that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the NotesSecurities, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes Securities a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesSecurities) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes Securities when the same shall become due and payable. (c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.043.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Section 11.02 Sections 11.03 and Section 11.03 hereof11.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of a Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, or premium, if any, or interest on the Notes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) payment sufficient to pay such principal, premium, if any, or interest and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 a.m. 2:00 p.m. New York City time, on such date. (b) . If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or and interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or and interest on the Notes when the same shall become due and payable. (c) . Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 13.03 and Section 11.03 hereof13.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer 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 provisions of this Section 4.045.4: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, PROVIDED that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer 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 provisions of this Section 4.045.4: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent paying agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such -33- sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.4.

Provisions as to Paying Agent. (a) The Issuer may designate additional Paying Agents, rescind the designation of any Paying Agent, or approve a change in the office through which any Paying Agent acts. If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: (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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2ii) that it will give the Trustee notice of any failure by 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 (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. . (b) The Issuer shall, on or before each due date of the principal of, premium, if any, of 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 principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee in writing of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 10:00 a.m. New York City time, on such date. (bc) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee in writing 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, of or interest on the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (de) 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 13.03 and Section 11.03 hereof13.04. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.046.04: (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 Interest on the Notes Debentures (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesDebentures) in trust for the benefit of the Holders holders of the NotesDebentures; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and of, premium, if any, or interest Interest on the Notes Debentures when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest Interest on the NotesDebentures, deposit with the Paying Agent paying agent a sum (in funds which that are immediately available on the due date for such payment) sufficient to pay such principal, premiumpremium or Interest, if any, or interest and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest Interest on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes Debentures a sum sufficient to pay such principal, premium, if any, and interest premium or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesDebentures) to make any payment of the principal of, premium, if any, or interest Interest on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if Trustee with respect to the Trustee shall appoint such a Securities (the “Paying Agent”), the Issuer it will cause such 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 provisions of this Section 4.043.04: (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 on interest, if any, on, the Notes Securities (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesSecurities) in trust for the benefit of the Holders of the Notes;Securities; and (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesSecurities) to make any payment of the principal of of, and premium, if any, or interest on interest, if any, on, the Notes Securities when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, of and premium, if any, or interest on the NotesSecurities, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Securities a sum sufficient to pay such principal, premium, if any, and premium or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or by any other obligor under the NotesSecurities) to make any payment of the principal of, and premium, if any, or interest on on, the Notes Securities when the same shall become due and payable. (c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Issuer Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenturewith respect to the Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer Company or any Paying Agent hereunder hereunder, as required by this Section 4.043.04, such sums to be held by the 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 all further liability with respect to such sumscontained. (d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Section 11.02 Sections 11.03 and Section 11.03 hereof. 11.04. (e) The Company hereby appoints the Trustee shall not be responsible as the initial Paying Agent for the actions of 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 other Paying AgentsSecurities.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.04: (1) that it will hold all sums held by it as such agent for the payment of the principal of and of, or premium, if any, or interest on on, the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee written notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and of, or premium, if any, or interest on on, the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, or premium if any, or interest on on, the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentthe paying agent, it will, on or before each due date of the principal of, or premium, if any, or interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due due, will account for any funds disbursed by it and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, or premium, if any, or interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 Sections 12.03 and Section 11.03 hereof12.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentthe paying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04: (1) that it will hold all sums held by it as such agent for the payment of the principal of and of, or premium, if any, or interest on on, the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee written notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and of, or premium, if any, or interest on on, the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, or premium if any, or interest on 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 interest, and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own the Paying Agent, it will, on or before each due date of the principal of, or premium, if any, or interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due due, will account for any funds disbursed by it and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, or premium, if any, or interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (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 Sections 12.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents12.

Provisions as to Paying Agent. (a) The Issuer may designate additional Paying Agents, rescind the designation of any Paying Agent, or approve a change in the office through which any Paying Agent acts. If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: (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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2ii) that it will give the Trustee notice of any failure by 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 (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. . (b) The Issuer shall, on or before each due date of the principal of, premium, if any, of 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 principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee in writing of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (bc) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee in writing 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, of or interest on the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (de) 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 13.03 and Section 11.03 hereof13.04. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a1) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: 1003: (1a) 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 on the Notes Securities (whether such sums have been paid to it by the Issuer or by any other obligor on the NotesSecurities) in trust for the benefit of the Holders of the Notes; Securities; (2b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the NotesSecurities) to make any payment of the principal of and premium, if any, or interest on the Notes Securities when the same shall be due and payable; and and (3c) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before each due date of the principal of, premium, if any, or interest on the NotesSecurities, 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b2) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the NotesSecurities, set aside, segregate and hold in trust for the benefit of the Holders of the Notes Securities a sum sufficient to pay such principal, premium, if any, 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 NotesSecurities) to make any payment of the principal of, premium, if any, or interest on the Notes Securities when the same shall become due and payable. (c3) Anything in this Section 4.04 1003 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.041003, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents. Subject to applicable escheatment laws, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on Issuer Request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.045.4: (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 (including Liquidated Damages, if any) on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest (including Liquidated Damages, if any) so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents.Company

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument incorporating the terms of the TIA and in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04Section: (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 Interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before the Business Day prior to each due date of the principal of, premium, if any, or interest Interest on the Notes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or Interest, premium, if any, or interest and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before the Business Day prior to each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04Section, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 Sections 11.03 and Section 11.03 hereof11.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.045.4: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is 48 57 made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest (including Liquidated Damages, if any) so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.

Provisions as to Paying Agent. The following provision shall be added to Article X of the Original Indenture: (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.044.01: (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 Interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of or interest 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 principalprincipal or Interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.01 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.044.01, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 4.01 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 4.01 is subject to Section 11.02 8.02 and Section 11.03 hereof8.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04: (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premiumaccrued and unpaid interest and Additional Interest, if any, or interest on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee prompt notice of any failure by the Issuer (or by any other obligor on the Notes) Company to make any payment of the principal of and premiumaccrued and unpaid interest and Additional Interest, if any, or interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal ofof (including the Fundamental Change Repurchase Price), premiumor accrued and unpaid interest or Additional Interest, 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 principalprincipal (including the Fundamental Change Repurchase Price), premiumor accrued and unpaid interest or Additional Interest, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee Trustee, in writing, of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 11:00 a.m. a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal ofof (including the Fundamental Change Repurchase Price), premiumaccrued and unpaid interest and Additional Interest, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price), premiumaccrued and unpaid interest and Additional Interest, if any, and interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer (or any other obligor under the Notes) Company to make any payment of the principal ofof (including the Fundamental Change Repurchase Price), premiumaccrued and unpaid interest and Additional Interest, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of (including the Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price), interest or Additional Interest has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Section 11.02 the English language, customarily published on each Business Day and Section 11.03 hereof. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than thirty days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Issuer if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.045.04: (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 and accrued and unpaid interest and Additional Interest, if any, on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee prompt notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or and accrued and unpaid interest and Additional Interest, if any, on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, or premium, if any, or accrued and unpaid interest or Additional Interest, if any, 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 accrued and unpaid interest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 11:00 a.m. a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or accrued and unpaid interest and Additional Interest, if any, on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, accrued and unpaid interest and Additional 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 Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or accrued and unpaid interest and Additional Interest, if any, on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of or premium, if any, accrued and unpaid interest and Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal, premium, interest or Additional Interest has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Section 11.02 the English language, customarily published on each Business Day and Section 11.03 hereof. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than thirty days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Issuer if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04: (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premium(including the Fundamental Change Repurchase Price, if anyapplicable) of, or and accrued and unpaid interest on on, the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the NotesHolders; (2ii) that it will give the Trustee prompt written notice of any failure by the Issuer (or by any other obligor on the Notes) Company to make any payment of the principal of and premium(including the Fundamental Change Repurchase Price, if anyapplicable) of, or and accrued and unpaid interest on on, the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, premiumor accrued and unpaid interest on, 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, premiumprincipal (including the Fundamental Change Repurchase Price, if anyapplicable) or accrued and unpaid interest, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 11:00 a.m. a.m., New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04:4.05, (1) that it will hold all sums amounts held by it as such agent for the payment of the principal of and premium, if any, or interest on the Notes Securities of such series on and after the date on which such amounts become due and payable (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notessuch Securities) in trust for the benefit of the Holders holders of the Notessuch Securities; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notessuch Securities) to make any payment of the principal of and premium, if any, or interest on the Notes such Securities when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Defaultany failure 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, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received trust by the Paying Agent by 11:00 a.m. New York City time, on such dateit. (b) If the Issuer Company shall act as its own Paying Agentpaying agent with respect to any series of Securities, it will, on or before each due date on which principal of the principal of, premium, if any, or interest on the Notessuch Securities shall have become due and payable, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes such Securities a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or by any other obligor under the Noteson such Securities) to make any payment of the principal of, premium, if any, of or interest on the Notes such Securities when the same shall become due and payable. (c) Anything in this Section 4.04 4.05 to the contrary notwithstanding, the Issuer Company may, at any time, for the purpose of obtaining a the satisfaction and discharge of this First Amended and Restated Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer it, or any Paying Agent hereunder thereunder, as required by this Section 4.04Section, such sums to be held by the 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 all further liability with respect to such sumscontained. (d) Anything in this Section 4.04 4.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 4.05 is subject to Section 11.02 Sections 12.03 and Section 11.03 hereof. The Trustee 12.04. (e) Whenever the Company shall not have one or more Paying Agents with respect to any series of Securities it will, prior to each due date of the principal of, or interest on, the Securities of such series, deposit with a designated Paying Agent a sum sufficient to pay the principal and interest so becoming due, such sum to be responsible held in trust for the actions benefit of the Persons entitled to such principal or interest and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of 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 other Paying Agentsfailure so to act.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.045.04: (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 Interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of or interest 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 principalprincipal or Interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest principal or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 Sections 13.02 and Section 11.03 hereof13.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: (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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2ii) that it will give the Trustee notice of any failure by 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 (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 Is xxxx (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof11.03. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.046.04: (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 on the Notes Debentures (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesDebentures) in trust for the benefit of the Holders holders of the NotesDebentures; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest on the Notes Debentures when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes Debentures a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesDebentures) to make any payment of the principal of, premium, if any, or interest on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.046.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 6.04 is subject to Section 11.02 Sections 14.03 and Section 11.03 hereof14.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of and premium, if anyof, or interest on on, the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will shall give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes) to make any payment of the principal of and premium, if anyof, or interest on on, the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will shall forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before each due date of the principal of, premium, if any, or interest on 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 shall promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it willshall, on or before each due date of the principal of, premium, if any, or interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, principal and interest so becoming due and will shall 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 interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof11.03. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.043.04 that such Paying Agent will: (1i) that it will hold all sums held by it as such comply with the duties applicable to a paying agent for under the payment TIA; and (ii) during the continuance of the principal of and premium, if any, or interest on the Notes (whether such sums have been paid to it any Default by the Issuer Company (or by any other obligor on upon the Notes) in trust for the benefit making of the Holders any payment in respect of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trusttrust by such Paying Agent as such. This paragraph replaces Section 4.1 of the Base Indenture with respect to the Notes in its entirety. The Issuer Company shall, on or before each due date of the principal ofof (excluding any Redemption Price or Fundamental Change Repurchase Price with respect to), premiumor interest (including Additional Interest, if any) on, 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 principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premiumprincipal or interest (including Additional Interest, if any, 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 Company (or any other obligor under the Notes) to make any payment of the principal of, premiumof or interest (including Additional Interest, if any, or interest ) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.043.04, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Section 11.02 and Section 11.03 hereof8.5 of the Base Indenture. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 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 anyof, or interest on on, the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if anyof, or interest on on, the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on on, the Notes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, PROVIDED that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentthe paying agent, it will, on or before each due date of the principal of, premium, if any, or interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 Sections 12.03 and Section 11.03 hereof12.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentthe paying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint Company appoints a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint appoints such a Paying Agentpaying agent, the Issuer Company will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree agrees with the Trustee, subject to the provisions of this Section 4.045.4: (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 including Liquidated Damages on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will hold all sums held by it as such agent for the payment of any cash to be paid by the Company in connection with a conversion of Notes into cash in lieu of shares of Common Stock; (3) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall be due and payable; and (34) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, (i) on or before each due date of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes, deposit with the Paying Agent 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 interest, and (ii) if the Company has elected, with proper notice as described in Section 15.2, to pay cash in lieu of issuing shares of Common Stock upon conversion of the Notes, on or before the second Business Day following the Conversion Date, deposit with the paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such cash, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, with respect to principal, premium, if any, or interest, or the second Business Day following the Conversion Date, with respect to a cash payment in lieu of conversion, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer shall act Company acts as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the NotesNotes or the second Business Day following a Conversion Date, as applicable, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest (including Liquidated Damages, if any) so becoming due or the amount of cash due to the holder upon conversion and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Section 11.02 Sections 13.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents13.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 4.046.04: (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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.046.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 6.04 is subject to Section 11.02 Sections 14.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents14.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.04: (1) 3.02 that it will hold all sums held by it as such agent for Paying Agent will, during the payment continuance of the principal of and premium, if any, or interest on the Notes (whether such sums have been paid to it any Default by the Issuer Company (or by any other obligor on upon the Notes) in trust for the benefit making of the Holders any payment in respect of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trusttrust by such Paying Agent as such. The Issuer Company shall, on or before each due date of the principal ofof (excluding any Fundamental Change Repurchase Price with respect to), premiumor interest (including Additional Interest, if any) on, 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 principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its the Company’s own Paying Agent, it will, on or before each due date of the principal of, premiumof or interest (including Additional Interest, if any, or interest ) on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premiumprincipal or interest (including Additional Interest, if any, 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 Company (or any other obligor under the Notes) to make any payment of the principal of, premiumof or interest (including Additional Interest, if any, or interest ) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.043.02, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.02 is subject to Section 11.02 and Section 11.03 hereof. 9.03. (e) The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company if acting as its the Company’s own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.045.04: (1) that it will hold all sums held by it as such agent for the payment of the principal Principal Amount of and premium, if any, or interest Interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal Principal Amount of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, Principal Amount of or interest 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 principalPrincipal Amount or Interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company or the Subsidiary Guarantor shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, Principal Amount of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest Principal Amount or Interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, Principal Amount of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company, the Subsidiary Guarantor or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company, the Subsidiary Guarantor or any Paying Agent to the Trustee, the Issuer Company, the Subsidiary Guarantor or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 Sections 13.02 and Section 11.03 hereof13.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company or the Subsidiary Guarantor if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. a m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, 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 interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the 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 all further liability with respect to such sums. (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 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company will cause such 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 provisions of this Section 4.04: (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 on the Notes Debentures (whether such sums have been paid to it by the Issuer Company or by any other obligor on the NotesDebentures, or otherwise) in trust for the benefit of the Holders holders of the NotesDebentures; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest on the Notes Debentures when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, of or interest on the NotesDebentures, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company or a Wholly-Owned Subsidiary shall act as its own Paying Agent, it willthe Company will (or will cause such Wholly-Owned Subsidiary to), on or before each due date of the principal of, premium, if any, of or interest on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes Debentures a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the NotesDebentures) to make any payment of the principal of, premium, if any, of or interest on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company, such Wholly-Owned Subsidiary or any such Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company, such Wholly-Owned Subsidiary or any such Paying Agent to the Trustee, the Issuer Company, such Wholly-Owned Subsidiary or such Paying Agent shall be released from all further liability with respect to such sums. (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 Sections 12.02 and Section 11.03 hereof12.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer Company or a Wholly-Owned Subsidiary if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.045.04: (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 Interest on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes) to make any payment of the principal of and premium, if any, or interest Interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before each due date of the principal of, premium, if any, of or interest 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, principal or interest Interest and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, principal and interest 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, of or interest Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Issuer 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 the Issuer or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the 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 all further liability with respect to such sums. (d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Section 11.02 and Section 11.03 hereof12.02. The Trustee shall not be responsible for the actions of 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 other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer will Company or the Trustee, as the case may be, shall 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 provisions of this Section 4.044.4: (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, or interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will shall give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and of, premium, if any, or interest on the Notes when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will shall forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer will Company shall promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it willshall, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly shall notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.044.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 4.4 is subject to Section 11.02 Sections 12.3 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents12.

Provisions as to Paying Agent. (a) If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 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 on the Notes of any series (whether such sums have been paid to it by the Issuer Issuer, the Guarantor or by any other obligor on the Notes) in trust for the benefit of the Holders of the NotesNotes of such series; (2) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the NotesNotes of the applicable series) to make any payment of the principal of and premium, if any, or interest on the Notes of any series when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before each due date of the principal of, premium, if any, or interest on the NotesNotes of any series, 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 of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. (b) If the Issuer or the Guarantor shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on the NotesNotes of any series, set aside, segregate and hold in trust for the benefit of the Holders of the Notes of such series a sum sufficient to pay such principal, premium, if any, 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 NotesNotes of such series) to make any payment of the principal of, premium, if any, or interest on the Notes of such series when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer 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 the Issuer or the Guarantor or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Issuer, the Guarantor or any Paying Agent to the Trustee, the Issuer Issuer, the Guarantor or such Paying Agent shall be released from all further liability with respect to such sums. (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 hereof11.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Issuer or Guarantor if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04:3.04, (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premium(including the Fundamental Change Purchase Price, if anyapplicable) of, or and accrued and unpaid interest on on, the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of of, and premiumaccrued and unpaid interest on, if any, or interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal (including the Fundamental Change Purchase Price, if applicable) of, premiumor accrued and unpaid interest on, 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, premiumprincipal (including the Fundamental Change Purchase Price, if any, applicable) or accrued and unpaid interest and (unless such Paying Agent is the Trustee) the Issuer Company will promptly notify the Trustee in writing of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 11:00 a.m. a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Purchase Price, if applicable) of, premiumand accrued and unpaid interest on, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premiumprincipal (including the Fundamental Change Purchase Price, if any, applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any such payment of the principal of, premium, if any, or interest on the Notes Notes, when the same shall become due and payable. (c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent hereunder as required by this Section 4.043.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent to the Trustee, the Issuer Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Section 11.02 11.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents11.04.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, or if the Trustee shall appoint such a Paying Agent, the Issuer 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 provisions of this Section 4.04: (1) Section, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal of and premium, if any, or interest on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (2) that it will give the Trustee notice of any failure by 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 (3) that Trust Indenture Act at any time during the continuance of an Event of Defaultany default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer shall, on or before 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 trust by such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such dateAgent. (b) If the Issuer Company shall act as its own Paying AgentAgent with respect to any series of Securities, it will, on or before each due date of the principal of, premium, if any, or interest interest, if any, on the Notessecurities of that series, set aside, aside and segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium, if any, and interest or interest, if any, so becoming due and will promptly notify comply with Section 317 of the Trustee Trust Indenture Act. (c) Whenever the Company shall have one or more Paying Agents for any series of any failure Securities, it will, at or prior to take such action and the opening of any failure by the Issuer (or any other obligor under the Notes) to make any payment business on each due date of the principal of, premium, if any, or interest interest, if any, on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the Notes when principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the same shall become due benefit of the Holders of such Securities, and payable(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (cd) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this IndentureSecurities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer it, or by any Paying Agent hereunder hereunder, as required by this Section 4.04Section, such sums to be held by the 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 all further liability with respect to such sumscontained. (de) 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 Sections 12.04 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents12.05.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Issuer Company 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 provisions of this Section 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 on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2) that it will give the Trustee notice of any failure by the Issuer Company (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 (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent 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 interest, and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 a.m. 10:00 a.m., New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principal, premium, if any, and or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Issuer Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company 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 the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 Sections 12.03 and Section 11.03 hereof. The Trustee shall not be responsible for the actions of 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 other Paying Agents12.

Provisions as to Paying Agent. (a) If the Issuer Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer Company 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 provisions of this Section 4.04: (1i) that it will hold all sums held by it as such agent for the payment of the principal of and premiumor interest, including Additional Interest, if any, or interest on the Notes (whether such sums have been paid to it by the Issuer Company or by any other obligor on the Notes) in trust for the benefit of the Holders holders of the Notes; (2ii) that it will give the Trustee notice of any failure by the Issuer Company (or by any other obligor on the Notes) to make any payment of the principal of and premiumor interest, including Additional Interest, if any, or interest on the Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Issuer Company shall, on or before each due date of the principal ofof or interest, premiumincluding Additional Interest, if any, or interest on the Notes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principalprincipal or interest, premium, if any, or interest and (unless such Paying Agent paying agent is the Trustee) the Issuer Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 11:00 10:00 a.m. New York City time, on such date. (b) If the Issuer Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, of or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Notes a sum sufficient to pay such principalprincipal or interest, premiumincluding Additional Interest, if any, 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 Company (or any other obligor under the Notes) to make any payment of the principal ofof or interest, premiumincluding Additional Interest, if any, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Issuer Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Issuer Company or any Paying Agent paying agent to the Trustee, the Issuer Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums. (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 Sections 1003(c) and Section 11.03 hereof(d) of the Base Indenture. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Issuer Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.