Common use of Provisions as to Paying Agent Clause in Contracts

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. provided, that a Paying Agent appointed as contemplated under Section 4.02 shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price, the Repurchase Price and the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00 a.m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price, the Repurchase Price and any such the Fundamental Change Repurchase Price, if 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 Company to make any payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee, the Conversion Agent, or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Redemption Price, any the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds; 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, the Conversion Agent or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee, the Conversion Agent 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, notice that such money and shares of Common Stock remain 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 and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Purchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure default by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Purchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes when the same shall be due and payableNotes; and (iii) 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 Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Purchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change of Control Repurchase Purchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price and any such the Fundamental Change Purchase Price, if 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 Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Redemption Price and the Fundamental Change Purchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum in immediately available U.S. Dollars sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. Upon the occurrence of any event specified in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable abandoned property escheatment laws, any money or property deposited with the Trustee Trustee, the Conversion Agent or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds or property; 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, the Conversion Agent or such Paying Agent or Transfer Agent with respect to such trust money and shares of Class A Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, the 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: (i) 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 (including the Change of Control Repurchase PriceTrust Indenture Act, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent. (b) If the Company shallshall 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 (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or interest, if any, on any accrued and unpaid interest on, the NotesSecurities of that series, deposit with the a Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any interest, if any, so becoming due, such accrued and unpaid interestsum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such dateact. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid 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 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, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.07, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountscontained. (de) Subject Anything in this Section 5.07 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 5.07 is subject to Sections 13.04 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease13.05.

Provisions as to Paying Agent. (a) If the Company Issuer shall appoint a Paying Agent paying agent other than the Trustee, or if the Company Trustee shall appoint such a paying 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: (i1) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid or interest on, on the Notes in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii2) that it will give the Trustee prompt notice of any failure by the Company Issuer to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid or interest on, on the Notes when the same shall be due and payable; and (iii3) 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 Company Issuer shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent paying agents is the Trustee) the Company Issuer will promptly notify the Trustee Trustees of any failure to take such action; provided that if such deposit is made on the due date, such deposit must shall be received by the Paying Agent paying agent by 11:00 a.m., New York City 10:00 a.m. London time, on such date. (b) If the Company Issuer shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, and any accrued and unpaid of or interest on, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid or interest so becoming due and will promptly notify the Trustee in writing Trustees of any failure to take such action and of any failure by the Company Issuer to make any payment of the principal of, of or any accrued and unpaid 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 Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company Issuer or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company Issuer or any Paying Agent paying agent to the Trustee, the Company Issuer or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 4.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 13.03 and 13.04. No Trustee shall be responsible for the actions of any money deposited with other paying agents (including the Trustee or Issuer if acting as its own paying agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseother paying agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a paying agent, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, 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 will forthwith pay to the Trustee all sums so held in trust. . (b) The Company shall, on or before the Business Day prior to each due date of the principal (including the Change of Control Repurchase Priceor Default Interest, if applicable) ofany, or any accrued and unpaid 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 (including the Change of Control Repurchase Priceor Default Interest, if applicable) or any such accrued and unpaid interestany, and (unless such Paying Agent paying agent is the Trustee) the Company 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 must 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. (bc) If the 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, and any accrued and unpaid interest on, of or Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest 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 Company (or any other obligor under the Notes) to make any payment of the principal of, of or any accrued and unpaid interest on, Interest on the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.04Section, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (de) Subject Anything in this Section to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to Sections 11.03 and 11.04. The Trustee shall not be responsible for the actions of any money deposited with other paying agents (including the Trustee or Company if acting as its own paying agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseother paying agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, premium, if applicable) or any, and any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock Ordinary Shares deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, premium, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common StockOrdinary Shares, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, the 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: (i) 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 (including the Change of Control Repurchase PriceTrust Indenture Act, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent. (b) If the Company shallshall 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 (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or interest, if any, on any accrued and unpaid interest on, the NotesSecurities of that series, deposit with the a Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any interest, if any, so becoming due, such accrued and unpaid interestsum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such dateact. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid 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 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, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.07, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountscontained. (de) Subject Anything in this Section 5.07 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 5.07 is subject to Sections 13.04 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease13.05.

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 Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the 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: (i1) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid or interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders of the Notes; (ii2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid or interest on, on the Notes when the same shall be due and payable; and (iii3) 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 Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided provided, however, that if such deposit is made on the due date, such deposit must 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 Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid of or interest on, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid 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 Company (or any other obligor under the Notes) to make any payment of the principal of, of or any accrued and unpaid interest on, 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 4.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Section 13.03 and Section 13.04. The Trustee shall not be responsible for the actions of any money deposited with other Paying Agents (including the Trustee or Company if acting as its own Paying Agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such other Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseAgents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the 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: (i1) that it will hold all sums held by it as such agent for the payment of the principal (including the Change Principal Amount of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change Principal Amount of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes when the same shall be due and payable; and (iii3) 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 Company shall, on or before each due date of the principal (including the Change Principal Amount of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, 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 (including the Change of Control Repurchase Price, if applicable) Principal Amount or any such accrued and unpaid interestInterest, and (unless such Paying Agent is the Trustee) the 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 must shall be received by the Paying Agent by 11:00 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, and any accrued and unpaid interest on, Principal Amount of or Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest Principal Amount 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 Company (or any other obligor under the Notes) to make any payment of the principal of, Principal Amount of or any accrued and unpaid interest on, Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company Company, the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company Company, the Issuer or any Paying Agent to the Trustee, the Company Company, the Issuer or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 4.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.02 and 12.03. The Trustee shall not be responsible for the actions of any money deposited with other Paying Agents (including the Trustee Company or the Issuer if acting as Paying Agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such other Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseAgents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Price, if applicable) of, the Settlement Amounts owed on conversion to the extent they include cash, and any accrued and unpaid interest Special Interest, if any, on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Price, if applicable) of, the Settlement Amounts owed on conversion to the extent they include cash, and any accrued and unpaid interest Special Interest, if any, 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 will shall forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, the Settlement Amounts owed on conversion to the extent they include cash, and any accrued and unpaid interest Special Interest, if any, on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price and any such the Fundamental Change Repurchase Price, if applicable), the Settlement Amounts owed on conversion to the extent they include cash and accrued and unpaid interest Special Interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, the Settlement Amounts owed on conversion to the extent they include cash, or any accrued and unpaid interest Special Interest, if any, on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to any applicable abandoned property escheat laws, any money deposited with the Trustee Trustee, the Conversion Agent or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, any the Settlement Amounts owed on conversion to the extent they include cash, and accrued and unpaid interest on and the consideration due upon conversion of Special Interest, if any, on, any Note and remaining unclaimed for two years after such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, any interest if applicable), the Settlement Amounts owed on conversion to the extent they include cash, or consideration due upon conversion Special Interest, if any, has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds; 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, the Conversion Agent or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeAgent, the Company will cause such Paying Agent to execute and deliver to the Trustee Representative an instrument in which such agent shall agree with the TrusteeRepresentative, subject to the provisions of this Section 4.04:4.04(a): (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Cash Interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee Representative prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Cash 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 TrusteeRepresentative, it will forthwith pay to the Trustee Representative all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Cash Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestCash Interest, and (unless such Paying Agent is the TrusteeRepresentative) the Company will promptly notify the Trustee Representative in writing of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest Cash Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest Cash Interest so becoming due and will promptly notify the Trustee Representative in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of, or any accrued and unpaid interest Cash Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.04(a) to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this IndentureAgreement, or for any other reason, pay, cause to be paid or deliver to the Trustee Representative all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.04(a), such sums or amounts to be held by the Trustee Representative upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the TrusteeRepresentative, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned Any money or property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest Cash Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest Cash Interest or consideration due upon conversion has become due and payable shall shall, subject to applicable abandoned property laws, be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Representative or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestSpecial Interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest Special 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a paying agent, the 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: (i) 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 the Change of Control Repurchase PriceLiquidated Damages, if applicableany) of, and any accrued and unpaid interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Priceand premium, if applicable) ofany, and any accrued and unpaid or interest on, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or any accrued and unpaid 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 (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any such accrued and unpaid interest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided provided, however, that if such deposit is made on the due date, such deposit must 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 Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, and any accrued and unpaid premium, if any, or interest on(including Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid principal, premium, if any, or interest (including Liquidated Damages, if any) so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or any accrued and unpaid interest on(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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.045.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 5.04 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 5.04 is subject to Section 13.03 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease13.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum in immediately available U.S. Dollars sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable abandoned property escheatment laws, any money or property deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds; 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee or if the Trustee shall appoint such a Paying Agent, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any or accrued and unpaid interest on, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest 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 Company (or any other obligor under the Notes) to make any payment of the principal of, or any accrued and unpaid interest on, 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 5.04 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 5.04 is subject to Section 13.03 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseSection 13.04.

Provisions as to Paying Agent. (a) The Company, with respect to the Securities of each series, prior to each due date of principal of or any premium or interest on such Securities, will deposit with the Paying Agent for such Securities a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest. If the Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to the Securities of any series, the Company will notify the Trustee of its making, or failure to make, any such payment; and the Company also shall 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 4.044.03, as follows: (i) that it will hold all sums held by it as such agent for the payment of the principal of or any premium or interest on such Securities (including whether such sums have been paid to it by the Change of Control Repurchase Price, if applicableCompany or by any other obligor on such Securities) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the NotesPersons entitled thereto; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and or any accrued and unpaid premium or interest on, the Notes on such Securities when the same shall be due and payable; and (iii) that it will forthwith pay to the Trustee, 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 Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay hold by it as such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such dateagent. (b) If the Company shall act as its own Paying Agent, it willAgent with respect to the Securities of any series, on or before each due date of the principal ofof or any premium or interest on the Securities of such series, and any accrued and unpaid interest on, the Notes, it will set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes Persons entitled thereto a sum sufficient to pay such principal and any such accrued and unpaid principal, premium 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 Company (or by any other obligor under such Securities) to make any payment of the principal of, of or any accrued and unpaid premium or interest on, the Notes on such Securities when the same shall become due and payable. (c) Anything Notwithstanding anything in this Section 4.04 4.03 to the contrary notwithstandingcontrary, the Company mayCompany, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, Indenture or for any other reason, pay, cause may pay or by Company Order direct any Paying Agent to be paid or deliver pay to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by under this Section 4.04Indenture, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountsin this Indenture. (d) Subject Notwithstanding anything in this Section 4.03 to applicable abandoned property lawsthe contrary, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 4.03 is subject to Sections 14.03 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease14.04.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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 4.04:4.04(a): (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Cash Interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Cash 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Cash Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestCash Interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest Cash Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest Cash 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 Company to make any payment of the principal of, or any accrued and unpaid interest Cash Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.04(a) to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.04(a), such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned Any money or property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest Cash Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest Cash Interest or consideration due upon conversion has become due and payable shall shall, subject to applicable abandoned property laws, be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease. (e) Upon any Event of Default pursuant to Section 6.01(h) or Section 6.01(i), the Trustee shall automatically be the Paying Agent.

Provisions as to Paying Agent. (a) If the Company Issuer shall appoint a Paying Agent other than the Trustee, the Company 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including or the Change of Control Repurchase Purchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the NotesHolders; (ii) that it will give the Trustee prompt written notice of any failure by the Company Issuer to make any payment of the principal (including the or such Change of Control Repurchase Purchase Price, if applicableas the case may be) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company Issuer shall, on or before each due date of the principal (including or the Change of Control Repurchase Purchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the or such Change of Control Repurchase Purchase Price, if applicableas the case may be) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company Issuer 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal (or the Change of Control Purchase Price, as the case may be) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (or such Change of Control Purchase Price, as the case may be) and any such 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 Company Issuer to make any payment of the principal (or such Change of Control Purchase Price, as the case may be) of, or any and accrued and unpaid interest on, the Notes when the same shall become due and payable. The Issuer may change the Paying Agent without prior notice to the Noteholders. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company Issuer or any Paying Agent to the Trustee, the Company Issuer or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent(pursuant to Section 8.05), or then held by the CompanyIssuer, in trust for the payment of the principal (or the Change of Control Purchase Price, if applicable) of, any and accrued and unpaid interest on and the consideration due upon conversion of on, any Note and remaining unclaimed for two years after such principalprincipal (or such Change of Control Purchase Price, any as the case may be) and interest or consideration due upon conversion has become due and payable shall be paid to the Company Issuer on request of the Company Issuer contained in an Officers’ Officer’s Certificate, or (if then held by the CompanyIssuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company Issuer for payment thereof, and all liability of the Trustee, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company Issuer as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the NotesHolders; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any and accrued and unpaid interest on, the Notes when the same shall become due and payable. The Company may change the Paying Agent without prior notice to the Noteholders. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent(pursuant to Section 8.05), or then held by the Company, in trust for the payment of the principal of, any and accrued and unpaid interest on and the consideration due upon conversion of on, any Note and remaining unclaimed for two years after such principal, any principal and interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Company Trustee shall appoint such a paying agent, 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 4.044.4: (i1) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest onon or Redemption Price in respect of, the Notes Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the Trustee and the Holders holders of the NotesDebentures; (ii2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, on or Redemption Price in respect of the Notes Debentures when the same shall be due and payable; and (iii3) 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 Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, interest on or any accrued and unpaid interest on, Redemption Price in respect of the NotesDebentures, deposit with the Paying Agent paying agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestamounts, and (unless such Paying Agent paying agent is the Trustee) the 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 must 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 Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, on or Redemption Price in respect of the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes Debentures a sum sufficient to pay such principal and any such accrued and unpaid interest amounts so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Debentures) to make any payment of the principal of, interest on or any accrued and unpaid interest on, Redemption Price in respect of the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.044.4, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 4.4 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 4.4 is subject to Sections 12.3 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease12.4.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee and the Company an instrument in which such agent shall agree with the TrusteeTrustee and the Company, subject to the provisions of this Section 4.04: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes Debentures in trust for the benefit of the Trustee and the Holders of the NotesDebentures; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes Debentures 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the NotesDebentures, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City Eastern time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. Upon the occurrence of any event specified in Section 6.01(g) or Section 6.01(h), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable abandoned property escheatment laws, any money and Common Shares deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note Debenture and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note Debenture shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseShares.

Provisions as to Paying Agent. (a) The Company shall, on or before each due date of the Payments, Default Interest and/or Redemption Price, as applicable, on the Notes, deposit with the Paying Agent a sum sufficient to pay such Payments, Default Interest and/or Redemption Price, as applicable, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00 a.m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day. (b) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, Payments and any accrued and unpaid interest on, Default Interest on the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, Payments and any accrued and unpaid interest on, Default 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (bc) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal ofPayments and/or Default Interest, and any accrued and unpaid interest onor the Redemption Price, as applicable, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest so becoming due Payments and/or Default Interest, or the Redemption Price, as applicable, and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal ofPayments and/or Default Interest, or any accrued and unpaid interest onthe Redemption Price, as applicable, on the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (de) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal ofPayments and/or Default Interest, any accrued and unpaid interest or the Redemption Price, as applicable, on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantors for payment thereof, and all liability of the Trustee, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease. (f) Upon the occurrence of any Event of Default specified in Section 6.01(d) or Section 6.01(e), the Trustee shall automatically be the Paying Agent.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee or if the Trustee shall appoint such a Paying Agent, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes (whether such sums have been paid to it by the Company) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, interest and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m.a. m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, of and any accrued and unpaid interest on, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any of and accrued and unpaid interest onon the Notes, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.043.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 3.04 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 3.04 is subject to Section 11.03 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseSection 11.04.

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 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 failure to make, any such payment; and the Company also shall 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: (i1) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, and any accrued and unpaid or interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders of the NotesPersons entitled thereto; (ii2) that it will give the Trustee prompt oral notice confirmed in writing of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, and any accrued and unpaid or interest on, on the Notes when the same shall be due and payable; and (iii3) 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 Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay by it as such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such dateagent. (b) If the Company shall act as its own Paying Agent, it willAgent with respect to the Notes, on or before each due date of the principal of, and any accrued and unpaid premium, if any, or interest on, on the Notes, Notes it will set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes Persons entitled thereto a sum sufficient to pay such principal and any such accrued and unpaid principal, premium, if any, 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 Company (or by any other obligor under the Notes) to make any payment of the principal of, premium, if any, or any accrued and unpaid interest on, 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 Company mayCompany, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, Indenture or for any other reason, pay, cause may pay or by Company Order direct any Paying Agent to be paid or deliver pay to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by under this Section 4.04Indenture, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountsin this Indenture. (d) Subject Notwithstanding anything in this Section 3.03 to applicable abandoned property lawsthe contrary, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 3.03 is subject to Sections 10.03 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease10.04.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price or the Redemption Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable abandoned property lawslaw, any money or property deposited with the Trustee Trustee, the Conversion Agent or any Paying Agent Agent, or any money and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds or property; 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, the Conversion Agent or such Paying Agent or Transfer Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Common Stock, and all liability shall thereupon cease; provided, however, that the Trustee, Conversion Agent or such Paying Agent, before being required to make any such repayment, may at the expense of the Company as trustee thereofcause 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, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall thereupon ceasenot be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, if applicable), any such interest or such consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease. (e) Upon the occurrence of any Event of Default specified in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically be the Paying Agent.

Provisions as to Paying Agent. (a) If Section 4.03(a)(3) of the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver Base Indenture is hereby amended with respect to the Trustee an instrument Notes by replacing such Section 4.03(a)(3) in which such agent shall agree its entirety with the Trustee, subject to the provisions of this Section 4.04: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes when the same shall be due and payable; and (iii) following: “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; and”. The Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If Notwithstanding anything in the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything Notwithstanding anything in this Section 4.04 the Base Indenture to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property lawscontrary, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee, Conversion Agent or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Conversion Agent or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, on the Notes and the Redemption Price in trust for the benefit of the Trustee and the Holders of the NotesNoteholders; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, on the Notes and the Redemption Price 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, on and the Redemption Price of the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestinterest or the Redemption Price, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, on or the Redemption Price of the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes Noteholders a sum sufficient to pay such principal and any such principal, accrued and unpaid interest or Redemption Price of, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of, or any of accrued and unpaid interest on, on or Redemption Price of the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any of or accrued and unpaid interest on and or the consideration due upon conversion Redemption Price of any Note and remaining unclaimed for two years after such principal, any principal or interest or consideration due upon conversion Redemption Price has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a paying agent, the 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: (ia) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (iia) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes when the same shall be due and payable; and (iiia) 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 Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestInterest, and (unless such Paying Agent paying agent is the Trustee) the 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 must 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 Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, of or Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest 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 Company (or any other obligor under the Notes) to make any payment of the principal of, of or any accrued and unpaid interest on, 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.045.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 5.04 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 5.04 is subject to Sections 13.03 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease13.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee or if the Trustee shall appoint such a Paying Agent, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Priceand premium, if applicable) ofany, and any accrued and unpaid interest onand Additional Interest, if any, on the Notes Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the Trustee and the Holders holders of the NotesDebentures; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal (including the Change of Control Repurchase Priceand premium, if applicable) ofany, and any accrued and unpaid interest onand Additional Interest, if any, on the Notes Debentures 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any premium, if any, or accrued and unpaid interest onor Additional Interest, if any, on the NotesDebentures, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any such accrued and unpaid interestinterest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any premium, if any, accrued and unpaid interest onand Additional Interest, if any, on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes Debentures a sum sufficient to pay such principal and any 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 Company (or any other obligor under the Debentures) to make any payment of the principal of, or any premium, if any, accrued and unpaid interest onand Additional Interest, if any, 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 5.04 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 5.04 is subject to Section 13.03 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseSection 13.04.

Provisions as to Paying Agent. (a) If the Company shall appoint a one or more Paying Agent Agents, other than the Trustee, the Company will cause each 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 4.044.03: (i1) that it will hold all sums held by it as such agent Paying Agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price and the Redemption Price, if applicable) of, and any accrued and unpaid interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor of the Notes) in trust for the benefit of the Trustee and the Holders of the NotesHolders; (ii2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor of the Notes) to make any payment of the principal (including the Fundamental Change of Control Repurchase Price and the Redemption Price, if applicable) of, of and any accrued and unpaid interest on, on the Notes when the same shall be due and payable; and; (iii3) 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; (4) that upon any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, the Paying Agent will serve as an agent of the Trustee; and (5) that it will perform all other duties of paying agent as set forth in this Indenture. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price and the Redemption Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price and the Redemption Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price and any such the Redemption Price, if 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned any unclaimed property laws, any money or other property deposited with the Trustee Trustee, Conversion Agent or any Paying Agent and Agent, or any money, shares of Common Stock deposited with the Transfer Agent, or other property then held by the Company, in each case, in trust for the payment of the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price and the Redemption Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Conversion Agent or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockother property, and all liability of the Company as trustee thereofof any money, shares of Common Stock or other property, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a paying agent, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before the Business Day prior to each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestInterest, and (unless such Paying Agent paying agent is the Trustee) the Company 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 must 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 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, and any accrued and unpaid interest on, of or Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest 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 Company (or any other obligor under the Notes) to make any payment of the principal of, of or any accrued and unpaid interest on, Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.04Section, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to Sections 11.03 and 11.04. The Trustee shall not be responsible for the actions of any money deposited with other paying agents (including the Trustee or Company if acting as its own paying agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseother paying agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, (including any Additional Interest) on the Notes in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on(including any Additional 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 will forthwith pay to the Trustee all sums so held in trust. The Subject to Section 13.03, the Company shall, on or before each due date of the principal of (including the Fundamental Change of Control Repurchase Purchase Price, if applicable) of), or any accrued and unpaid interest onor Additional Interest, if any, on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Purchase Price), if applicable) or any such accrued and unpaid interestinterest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal ofof (including the Fundamental Change Purchase Price), and any accrued and unpaid interest on, (including any Additional Interest) on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such (including the Fundamental Change Purchase Price), accrued and unpaid interest (including any Additional 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 Company to make any payment of the principal ofof (including the Fundamental Change Purchase Price), or any accrued and unpaid interest on, (including any Additional Interest) on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained contained, and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal ofof (including the Fundamental Change Purchase Price), any accrued and unpaid interest (including any Additional Interest) on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Purchase Price), any interest or consideration due upon conversion Additional Interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, 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 thirty 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) [Reserved]. (b) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., 1:00 p.m. New York City time, on such date. (bc) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this the Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (de) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, 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, notice that such money and shares of Common Stock remain 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 and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Purchase Price or Redemption Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Purchase Price or Redemption Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Purchase Price or Redemption Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Purchase Price or Redemption Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the 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 or Redemption Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Purchase Price or Redemption Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Purchase Price or Redemption Price, if applicable) of, or any accrued and unpaid 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Purchase Price or Redemption Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Purchase Price or Redemption Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, 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 (but shall not be obligated to) 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, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 calendar days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company. (e) Upon any Event of Default pursuant to Section 6.01(i) or (j), the Trustee shall automatically be the Paying Agent.

Provisions as to Paying Agent. (aA) If the Company shall appoint a Paying Agent other than the Trustee, the 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 ‎Section 4.04: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum in immediately available U.S. Dollars sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal of or interest on the Debentures (including whether such sums have been paid to it by the Change of Control Repurchase PriceCompany or by any other obligor on the Debentures, if applicableor otherwise) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders holders of the NotesDebentures; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal (including of or interest on the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes Debentures 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including of or interest on the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must shall be received by the Paying Agent by 11:00 10:00 a.m., New York City time, on such date. (b) If the 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, and any accrued and unpaid of or interest on, on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes Debentures a sum sufficient to pay such principal and any such accrued and unpaid 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 Company (or any other obligor under the Debentures) to make any payment of the principal of, of or any accrued and unpaid interest on, on the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company Company, such Wholly-Owned Subsidiary or any such Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company Company, such Wholly-Owned Subsidiary or any such Paying Agent to the Trustee, the Company Company, such Wholly-Owned Subsidiary or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 4.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.02 and 12.03. The Trustee shall not be responsible for the actions of any money deposited with other Paying Agents (including the Trustee Company or a Wholly-Owned Subsidiary if acting as Paying Agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such other Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseAgents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Purchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure default by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Purchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes when the same shall be due and payableNotes; and (iii) 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 Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Purchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change of Control Repurchase Purchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price and any such the Fundamental Change Purchase Price, if 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 Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any Any money and Class A Ordinary Shares deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer or Conversion Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Redemption Price and the Fundamental Change Purchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common StockClass A Ordinary Shares, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum of money, in immediately available funds, sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. Upon the occurrence of any Event of Default under Section 6.01(i) or Section 6.01(j), the Trustee shall automatically be the Paying Agent. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property escheat laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent the Company as trustee thereof with respect to such trust money and shares of Common StockStock shall thereupon cease; provided, and all liability however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company as trustee thereofcause 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, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall thereupon ceasenot be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the 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: (i) that it will hold all sums held by it as such comply with the duties applicable to a paying agent for under the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes;TIA; and (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event any Default by the Company (or any other obligor upon the Notes) in the making of Defaultany payment in respect of the Notes, 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 Company shall, on or before each due date of the principal of (excluding any Fundamental Change Repurchase Price with respect to), or interest (including the Change of Control Repurchase PriceAdditional Interest, if applicableany) of, or any 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided provided, however, that if such deposit is made on the due date, such deposit must shall be received by the Paying Agent by 11:00 a.m., a.m. New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal ofof or interest (including Additional Interest, and any accrued and unpaid interest on, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid or interest (including 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 Company (or any other obligor under the Notes) to make any payment of the principal ofof or interest (including Additional Interest, or any accrued and unpaid interest on, if any) 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.043.02, such sums or amounts to be held by the Trustee upon the trusts herein contained contained, and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 3.02 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.02 is subject to Section 8.05 of the Base Indenture. (e) The Trustee shall not be responsible for the actions of any money deposited with other Paying Agents (including the Trustee or Company if acting as its own Paying Agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such other Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseAgents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestSpecial Interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest Special Interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property escheatment laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any interest if applicable), Special Interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease. Upon any Event of Default pursuant to Section 6.01(i) or (j), the Trustee shall automatically be the Paying Agent, if the Trustee is not the Paying Agent at such time.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price and Redemption Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price and Redemption Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price and Redemption Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price and Redemption Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Repurchase Price and Redemption Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Repurchase Price and any such Redemption Price, if 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 Company to make any payment of the principal (including the Repurchase Price and Redemption Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee Holders or the Trustee, as applicable, all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts amounts, if paid or delivered to the Trustee, to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Holders or the Trustee, as applicable, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any Any money and shares of Common Stock deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer or Conversion Agent, or then held by the Company, in trust for the payment of the principal (including the Repurchase Price and Redemption Price, if applicable) of, any and accrued and unpaid interest on and the consideration due upon conversion of of, any Note and remaining unclaimed for two years after such principalprincipal (including the Repurchase Price and Redemption Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) The Company shall, on or before each due date of the Payments, Default Interest and/or Redemption Price, as applicable, on the Notes, deposit with the Paying Agent a sum sufficient to pay such Payments, Default Interest and/or Redemption Price, as applicable, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00 a. m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day. (b) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, Payments and any accrued and unpaid interest on, Default Interest on the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, Payments and any accrued and unpaid interest on, Default 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (bc) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal ofPayments and/or Default Interest, and any accrued and unpaid interest onor the Redemption Price, as applicable, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest so becoming due Payments and/or Default Interest, or the Redemption Price, as applicable, and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal ofPayments and/or Default Interest, or any accrued and unpaid interest onthe Redemption Price, as applicable, on the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (de) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal ofPayments and/or Default Interest, any accrued and unpaid interest or the Redemption Price, as applicable, on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantors for payment thereof, and all liability of the Trustee, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease. (f) Upon the occurrence of any Event of Default specified in Section 6.01(d) or Section 6.01(e), the Trustee shall automatically be the Paying Agent.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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 4.045.05: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Purchase Price, if applicable) of, and any accrued and unpaid interest Special Interest, if any, on, the Notes in trust for the benefit of the Trustee and the Holders of the NotesHolders; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Purchase Price, if applicable) of, and any accrued and unpaid interest Special Interest, if any, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Purchase Price, if applicable) of, or any accrued and unpaid interest Special Interest, if any, on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Purchase Price, if applicable) or any such accrued and unpaid interestSpecial Interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such due date. (b) If the 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, and any accrued and unpaid interest Special Interest, if any, on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Purchase Price, if applicable) and any such accrued and unpaid interest Special 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 Company to make any payment of the principal (including the Fundamental Change Purchase Price, if applicable) of, or any accrued and unpaid interest Special Interest, if any, on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 5.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.05, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any . Any money and Common Units deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Purchase Price, if applicable) of, any accrued and unpaid interest Special Interest, if any, on and the consideration due upon conversion of of, any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Purchase Price, any interest if applicable), Special Interest, if any, or the consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common StockUnits, 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, New York City, notice that such money and Common Units remain unclaimed and that, after a date specified therein, which shall not be less than 30 calendar days from the date of such publication, any unclaimed balance of such money and Common Units then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. (a) If Section 4.03(a)(3) of the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver Base Indenture is hereby amended with respect to the Trustee an instrument Notes by replacing such Section 4.03(a)(3) in which such agent shall agree its entirety with the Trustee, subject to the provisions of this Section 4.04: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes when the same shall be due and payable; and (iii) following: “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; and”. The Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If Notwithstanding anything in the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything Notwithstanding anything in this Section 4.04 the Base Indenture to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property lawscontrary, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Company shall, at its sole expense, 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, notice that such money and shares of Common Stock remain 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 and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a paying agent, the 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: (ia) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (iib) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes when the same shall be due and payable; and (iiic) 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 Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestInterest, and (unless such Paying Agent paying agent is the Trustee) the 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 must 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 Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, of or Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest 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 Company (or any other obligor under the Notes) to make any payment of the principal of, of or any accrued and unpaid interest on, 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.045.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 5.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.04 is subject to Sections 13.03 and 13.04. The Trustee shall not be responsible for the actions of any money deposited with other paying agents (including the Trustee or Company if acting as its own paying agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseother paying agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the NotesHolders; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any and accrued and unpaid interest on, the Notes when the same shall become due and payable. The Company may change the Paying Agent without prior notice to the Noteholders. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent(pursuant to Section 8.05), or then held by the Company, in trust for the payment of the principal of, any and accrued and unpaid interest on and the consideration due upon conversion of on, any Note and remaining unclaimed for two years after such principal, any principal and interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest onand Additional Interest, if any, on the Notes in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest onand Additional Interest, if any, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of (including the Fundamental Change of Control Repurchase Price, if applicable) of), or any accrued and unpaid interest onor Additional Interest, if any, on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price), if applicable) or any such accrued and unpaid interestinterest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the 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), and any accrued and unpaid interest onand Additional Interest, if any, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such (including the Fundamental Change Repurchase Price), 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 Company to make any payment of the principal ofof (including the Fundamental Change Repurchase Price), or any accrued and unpaid interest onand 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums or amounts to be held by the Trustee upon the trusts herein contained contained, and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal ofof (including the Fundamental Change Repurchase Price), any accrued and unpaid interest and Additional Interest, if any, on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price), any interest or consideration due upon conversion Additional Interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, 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 thirty 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) If the Company shall appoint a Paying Agent other than the Trustee, the 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 ‎Section 4.04: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price and Redemption Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price and Redemption Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price and Redemption Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price and Redemption Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 10:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. provided, that a Paying Agent appointed as contemplated under Section 4.02 shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price, the Repurchase Price and the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00 a.m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price, the Repurchase Price and any such the Fundamental Change Repurchase Price, if 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 Company to make any payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property escheatment laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee, the Conversion Agent, or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Redemption Price, any the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee, the Conversion Agent or such Paying Agent, as applicable, shall have no further liability with respect to such funds; 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, the Conversion Agent or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee, the Conversion Agent 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, notice that such money and shares of Common Stock remain 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 and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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 4.044.03: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any premium on, accrued and unpaid interest interest, if any, on, Fundamental Change Repurchase Price and Additional Amounts, if any, with respect to, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any premium on, accrued and unpaid interest oninterest, if any, on Fundamental Change Repurchase Price or Additional Amounts, if any, with respect to, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any premium on, accrued and unpaid interest interest, if any, on, Fundamental Change Repurchase Price for, and Additional Amounts, if any, with respect to, the Notes, deposit with the Paying Agent immediately available funds in a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, if applicable) or any such premium, accrued and unpaid interest, Fundamental Change Repurchase Price or Additional Amounts, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; , provided that that, if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any premium on, accrued and unpaid interest interest, if any, on, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and principal, any such premium, accrued and unpaid interest interest, if any, Fundamental Change Repurchase Price or Additional Amounts, 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 Company to make any payment of the principal of, or any premium on, accrued and unpaid interest on, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.03, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent (if other than the Company) shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject to any applicable abandoned property lawslaw, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any premium on, accrued and unpaid interest on and the consideration due upon conversion of interest, if any, on, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, any Note and remaining unclaimed for two years after such principal, any interest premium, accrued and unpaid interest, Fundamental Change Repurchase Price or consideration due upon conversion Additional Amounts has become due and payable shall be paid to the Company on written request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that before the Trustee or such Paying Agent are required to make any such repayment, the Company shall 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 calendar 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) If Section 4.03(a)(3) of the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver Base Indenture is hereby amended with respect to the Trustee an instrument Notes by replacing such Section 4.03(a)(3) in which such agent shall agree its entirety with the Trustee, subject to the provisions of this Section 4.04: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes when the same shall be due and payable; and (iii) following: “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; and”. The Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If Notwithstanding anything in the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything Notwithstanding anything in this Section 4.04 the Base Indenture to the contrary notwithstanding, the Company may, at and subject to any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned unclaimed property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee, Conversion Agent or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Conversion Agent or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this IndentureIndenture pursuant to Section 3.01, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, if applicable), any such interest or such consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease. (e) Upon the occurrence of any Event of Default specified in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically be the Paying Agent.

Provisions as to Paying Agent. (aA) If the Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, the 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: (i) 5.05, 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 (including the Change of Control Repurchase PriceTrust Indenture Act, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent. (B) If the Company shallshall 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 (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or interest, if any, on any accrued and unpaid interest on, the NotesSecurities of that series, deposit with the a Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any interest, if any, so becoming due, such accrued and unpaid interestsum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such dateact. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (cD) Anything in this Section 4.04 5.05 to the contrary notwithstanding, the Company or the Guarantor 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, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.05, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountscontained. (dE) Subject Anything in this Section 5.05 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 5.05 is subject to Sections 12.04 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease12.05.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, the 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: (i) 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 (including the Change of Control Repurchase PriceTrust Indenture Act, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent. (b) If the Company shallshall 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 (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or interest, if any, on any accrued and unpaid interest on, the NotesSecurities of that series, deposit with the a Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any interest, if any, so becoming due, such accrued and unpaid interestsum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such dateact. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid 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 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, pay or cause to be paid or deliver ACTIVE 255643008v.4 to the Trustee all sums or amounts held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.07, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountscontained. (de) Subject Anything in this Section 5.07 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 5.07 is subject to Sections 13.04 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease13.05.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes in trust for the benefit of the Trustee and the Holders of the NotesHolders; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestSpecial Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made on Table of Contents the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest Special Interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property escheatment laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any interest if applicable), Special Interest, if any, or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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 ‎Section 4.04: (i) : that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) Holders; that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes when the same shall be due and payable; and (iii) and 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 Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) . If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price and any such the Fundamental Change Repurchase Price, if 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 Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) . Anything in this Section ‎Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section ‎Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) . Subject to applicable abandoned property escheatment laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease. Upon any Event of Default pursuant to ‎Section 6.01(h) or ‎Section 6.01(i), the Trustee shall automatically be Paying Agent for the Notes.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Redemption Price and the Repurchase Event Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify in writing the Trustee of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price and any such the Repurchase Event Repurchase Price, if 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 Company to make any payment of the principal (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years (or as of any common law escheatment date) after such principalprincipal (including the Redemption Price and the Repurchase Event Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, 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 (but shall not be obligated to) 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, notice that such money and shares of Common Stock remain 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 and shares of Common Stock then remaining will be repaid or delivered to the Company. (e) Upon any Event of Default pursuant to Section 6.01(h) or (i), the Trustee shall automatically be the Paying Agent, if the Trustee is not the Paying Agent at such time. (f) In the event that the Paying Agent receives funds in advance of any due date, the Paying Agent shall be entitled to invest such funds in the U.S. Bank Money Market Deposit Account or any substantially similar successor account, any earnings on which shall be for the account of the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (of or interest, including the Change of Control Repurchase PriceAdditional Interest, if applicable) ofany, and any accrued and unpaid interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (of or interest, including the Change of Control Repurchase PriceAdditional Interest, if applicable) ofany, and any accrued and unpaid interest on, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (of or interest, including the Change of Control Repurchase PriceAdditional Interest, if applicable) ofany, or any accrued and unpaid 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided provided, however, that if such deposit is made on the due date, such deposit must 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 Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid of or interest on, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest or interest, including 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 Company (or any other obligor under the Notes) to make any payment of the principal ofof or interest, or any accrued and unpaid interest onincluding Additional Interest, if any, on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the 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, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 4.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 1003(c) and (d) of the Base Indenture. The Trustee shall not be responsible for the actions of any money deposited with other paying agents (including the Trustee or Company if acting as its own paying agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseother paying agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestSpecial Interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest Special Interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any interest if applicable), Special Interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease. (e) Upon any Event of Default pursuant to Section 6.01(h) or (i), the Trustee shall automatically be the Paying Agent.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Company Trustee shall appoint such a paying agent, the party who appoints the paying agent 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Priceand premium, if applicableany, or interest on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders holders of the NotesDebentures; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal (including the Change of Control Repurchase Priceand premium, if applicable) ofany, and any accrued and unpaid or interest on, on the Notes Debentures 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or any accrued and unpaid interest on, 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 (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any such accrued and unpaid interest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided provided, however, that if such deposit is made on the due date, such deposit must 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 Company shall act as its own Paying Agentin lieu of a paying agent performs itself the functions performable by a paying agent, it will, on or before each due date of the principal of, and any accrued and unpaid premium, if any, or interest on, on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes Debentures a sum sufficient to pay such principal and any such accrued and unpaid principal, premium, if any, 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 Company (or any other obligor under the Debentures) to make any payment of the principal of, premium, if any, or any accrued and unpaid interest on, 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.046.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 6.04 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 6.04 is subject to Section 14.03 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease14.

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, provided that there shall be a Paying Agent in the City and State of New York at all times. If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid or interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid or interest on, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided provided, however, that if such deposit is made on the due date, such deposit must 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 shall act as its own Paying Agent, it will, by 10:00 a.m. New York City time on or before each due date of the principal of, and any accrued and unpaid of or interest on, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid 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 Company (or any other obligor under the Notes) to make any payment of the principal of, of or any accrued and unpaid 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 4.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 13.03 and 13.04. The Trustee shall not be responsible for the actions of any money deposited with other Paying Agents (including the Trustee or Company if acting as its own Paying Agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such other Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseAgents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, irrevocably deposit with the Paying Agent a sum funds sufficient to pay such principal (including and interest then due, or irrevocably deposit funds with the Change Paying Agent and deliver a certification to the Trustee that the Transfer Agent has been instructed to issue an amount of Control Repurchase Priceshares of Common Stock to Holders that, if applicable) or any together with the deposited funds, are sufficient to pay such accrued and unpaid interestinterest then due, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by no later than 11:00 a.m., New York City time, on such date. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and/or Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 4.04 and (ii) until they have confirmed receipt of immediately available funds sufficient to make the relevant payment. Neither the Paying Agent nor the Trustee (as applicable) shall be bound to make payment of any amount pursuant to this Indenture until it is satisfied that it has received full payment of such amount from or on behalf of the Company. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum funds sufficient to pay such principal and any interest then due, or funds and instruct the Transfer Agent to issue an amount of shares of Common Stock to Holders that, together with the funds, are sufficient to pay such 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 Company to make any payment of the principal of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any or accrued and unpaid interest on and the consideration due upon conversion of on, any Note and remaining unclaimed for two years after such principal, any principal or interest or consideration due upon conversion has become due and payable shall be paid to the Company on written request of the Company contained in an Officers’ CertificateOfficer’s Certificate delivered to the Trustee, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, thereafter look only to the Company for payment thereof, and all liability of the Trustee, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee Trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee or if the Trustee shall appoint such a Paying Agent, the 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 4.043.05: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, (including any Additional Interest) on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, (including any Additional 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, (including any Additional Interest) on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, interest and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, (including any Additional Interest) on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such principal, 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 Company (or any other obligor under the Notes) to make any payment of the principal of, or any accrued and unpaid interest onon the Notes, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 3.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.043.05, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 3.05 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 3.05 is subject to Section 11.03 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseSection 11.04.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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 4.044.03: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Supplemental Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.03, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price) of, any and accrued and unpaid interest on and the consideration due upon conversion of on, any Note and remaining unclaimed for two years after such principal, any principal (including the Fundamental Change Repurchase Price) or interest or consideration due upon conversion has become due and payable shall shall, subject to applicable abandoned property law, be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, 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, notice that such money and shares of Common Stock 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 and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company or the Trustee, as applicable, 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: (i1) that it such Paying Agent will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes (whether such sums have been paid to it by the Company) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii2) that it such Paying Agent will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, or Interest on the Notes when the same shall be due and payable; and (iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it such Paying Agent will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestInterest, and (unless such Paying Agent is the Trustee) the 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 must shall be received by the Paying Agent by 11:00 10:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, of or Interest on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest 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 Company to make any payment of the principal of, of or any accrued and unpaid interest on, Interest on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 4.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.02 and 12.03. The Trustee shall not be responsible for the actions of any money deposited with other Paying Agents (including the Trustee or Company if acting as its own Paying Agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such other Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseAgents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the 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: (i) 3.02 that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase PricePaying Agent will, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event any Default by the Company (or any other obligor upon the Notes) in the making of Defaultany payment in respect of the Notes, 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 Company shall, on or before each due date of the principal of (including the excluding any Fundamental Change of Control Repurchase Price, if applicable) ofPrice with respect to), or any 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided provided, however, that if such deposit is made on the due date, such deposit must shall be received by the Paying Agent by 11:00 a.m., a.m. New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid of or interest on, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid 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 Company (or any other obligor under the Notes) to make any payment of the principal of, of or any accrued and unpaid interest on, 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.043.02, such sums or amounts to be held by the Trustee upon the trusts herein contained contained, and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 3.02 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.02 is subject to Section 9.03. (e) The Trustee shall not be responsible for the actions of any money deposited with other Paying Agents (including the Trustee or Company if acting as its own Paying Agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such other Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseAgents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, the 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: (i) 5.10, 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 (including the Change of Control Repurchase PriceTrust Indenture Act, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent. (b) If the Company shallshall 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 (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or interest, if any, on any accrued and unpaid interest on, the NotesSecurities of that series, deposit with the a Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any interest, if any, so becoming due, such accrued and unpaid interestsum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such dateact. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (cd) Anything in this Section 4.04 5.10 to the contrary notwithstanding, the Company or the Guarantor 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, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.10, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountscontained. (de) Subject Anything in this Section 5.10 to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section 5.10 is subject to Sections 13.04 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease13.05.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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 4.044.03: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any premium on, accrued and unpaid interest interest, if any, on, Fundamental Change Repurchase Price and Additional Amounts, if any, with respect to, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any premium on, accrued and unpaid interest oninterest, if any, on Fundamental Change Repurchase Price or Additional Amounts, if any, with respect to, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Price, if applicable) of, or any premium on, accrued and unpaid interest interest, if any, on, Fundamental Change Repurchase Price for, and Additional Amounts, if any, with respect to, the Notes, deposit with the Paying Agent immediately available funds in a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, if applicable) or any such premium, accrued and unpaid interest, Fundamental Change Repurchase Price or Additional Amounts, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; , provided that that, if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any premium on, accrued and unpaid interest interest, if any, on, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and principal, any such premium, accrued and unpaid interest interest, if any, Fundamental Change Repurchase Price or Additional Amounts, 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 Company to make any payment of the principal of, or any premium on, accrued and unpaid interest on, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 4.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.03, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent (if other than the Company) shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject to any applicable abandoned property lawslaw, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any premium on, accrued and unpaid interest on and the consideration due upon conversion of interest, if any, on, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, any Note and remaining unclaimed for two years after such principal, any interest premium, accrued and unpaid interest, Fundamental Change Repurchase Price or consideration due upon conversion Additional Amounts has become due and payable shall be paid to the Company on written request of the Company contained in an Officers’ ' Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that before the Trustee or such Paying Agent are required to make any such repayment, the Company shall 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 calendar 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) If the Company shall appoint a Paying Agent other than the Trustee, the 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:: #96856647v2 (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, irrevocably deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and/or Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 4.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. Neither the Paying Agent nor the Trustee (as applicable) shall be bound to make payment of any amount pursuant to this Indenture until it is satisfied that it has received full payment of such amount from or on behalf of the Company. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any Any money and Common Shares deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on written request of the Company contained in an Officers’ CertificateOfficer’s Certificate delivered to the Trustee, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, thereafter look only to the Company for payment thereof, and all liability of the Trustee, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common StockShares, and all liability of the Company as trustee Trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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:: #96856656v2 (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, irrevocably deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If . For the Company shall act as its own Paying Agent, it will, on or before each due date avoidance of the principal of, and any accrued and unpaid interest ondoubt, the Notes, set aside, segregate Paying Agent and hold in trust for the benefit of the Trustee shall be held harmless and the Holders of the Notes a sum sufficient have no liability with respect to pay such principal and any such accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure payments or disbursements to take such action and of any failure be made by the Company to make any Paying Agent and/or Trustee (i) for which payment of instructions are not made or that are not otherwise deposited by the principal of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything respective times set forth in this Section 4.04 and (ii) until they have confirmed receipt of funds sufficient to make the contrary notwithstanding, relevant payment. Neither the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to Paying Agent nor the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder (as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Companyapplicable) shall be discharged from such trust; and the Holder bound to make payment of any amount pursuant to this Indenture until it is satisfied that it has received full payment of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability amount from or on behalf of the Trustee, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseCompany.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (of or interest, including the Change of Control Repurchase PriceAdditional Interest, if applicable) ofany, and any accrued and unpaid interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (of or interest, including the Change of Control Repurchase PriceAdditional Interest, if applicable) ofany, and any accrued and unpaid interest on, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (of or interest, including the Change of Control Repurchase PriceAdditional Interest, if applicable) ofany, or any accrued and unpaid 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 (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided provided, however, that if such deposit is made on the due date, such deposit must 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 Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid of or interest on, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid interest or interest, including 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 Company (or any other obligor under the Notes) to make any payment of the principal ofof or interest, or any accrued and unpaid interest onincluding Additional Interest, if any, on the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the 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, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amounts. sums. The Trustee shall not be responsible for the actions of any other paying agents (dincluding the Company if acting as its own paying agent) Subject to applicable abandoned property laws, and shall have no control of any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseother paying agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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 ‎Section 4.04: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum in immediately available U.S. Dollars sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section ‎Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section ‎Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. Upon the occurrence of any event specified in ‎Section 6.01(i) or ‎Section 6.01(j), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable abandoned property escheatment laws, any money or property deposited with the Trustee Trustee, the Conversion Agent or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds or property; 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, the Conversion Agent or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a paying agent, the 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: (i1) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Priceand premium, if applicable) ofany, and any accrued and unpaid or interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Priceand premium, if applicable) ofany, and any accrued and unpaid or interest on, on the Notes when the same shall be due and payable; and (iii3) 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 Company shall, on or before each due date of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or any accrued and unpaid 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 (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any such accrued and unpaid interest, and (unless such Paying Agent paying agent is the Trustee) the 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 must 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 Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, and any accrued and unpaid premium, if any, or interest on, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid principal, premium, if any, 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 Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or any accrued and unpaid interest on, 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.045.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 5.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.04 is subject to Sections 13.03 and 13.04. The Trustee shall not be responsible for the actions of any money deposited with other paying agents (including the Trustee or Company if acting as its own paying agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseother paying agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestSpecial Interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest Special 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestSpecial Interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest Special Interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, any interest if applicable), Special Interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, 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 (but shall not be obligated) 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, notice that such money and shares of Common Stock remain 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 and shares of Common Stock then remaining will be repaid or delivered to the Company. (e) Upon any Event of Default pursuant to Section 6.01(g) or (h), the Trustee shall automatically be the Paying Agent.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest onand Additional Interest, if any, on the Notes in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest onand Additional Interest, if any, 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 will forthwith pay to the Trustee all sums so held in trust. The Subject to Sections 16.03 and 16.06, as applicable, the Company shall, on or before each due date of the principal of (including the Redemption Price, Repurchase Price or Fundamental Change of Control Repurchase Price, if as applicable) of), or any accrued and unpaid interest onor Additional Interest, if any, on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price, Repurchase Price or Fundamental Change of Control Repurchase Price, if as applicable) ), or any such accrued and unpaid interestinterest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal ofof (including the Redemption Price, and any Repurchase Price or Fundamental Change Repurchase Price, as applicable), accrued and unpaid interest onand Additional Interest, if any, on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such (including the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as applicable), 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 Company to make any payment of the principal ofof (including the Redemption Price, Repurchase Price or any Fundamental Change Repurchase Price, as applicable), accrued and unpaid interest onand 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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums or amounts to be held by the Trustee upon the trusts herein contained contained, and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject to applicable abandoned property laws, any Any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal ofof (including the Redemption Price, any Repurchase Price or Fundamental Change Repurchase Price, as applicable), accrued and unpaid interest and Additional Interest, if any, on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Redemption Price, any Repurchase Price or Fundamental Change Repurchase Price, as applicable), interest or consideration due upon conversion Additional Interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stockmoney, 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 thirty 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) If the Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, the Company 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: (i) 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 (including the Change of Control Repurchase PriceTrust Indenture Act, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent. (a) If the Company shallshall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act. (b) 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 date, except with respect to bonds issued outside the United States which it will, at or prior to 5:00 p.m. on the day prior to each due date, of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or interest, if any, on any accrued and unpaid interest on, the NotesSecurities of that series, deposit with the a Paying Agent a sum sufficient to pay such principal (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any interest, if any, so becoming due, such accrued and unpaid interestsum to be held in trust for the benefit of the Holders of such securities, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal and any such 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 Company to make any payment of the principal of, or any accrued and unpaid interest on, the Notes when the same shall become due and payableact. (c) Anything in this Section 4.04 to the contrary notwithstanding, the 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, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.04Section, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amountscontained. (d) Subject Anything in this Section to applicable abandoned property lawsthe contrary notwithstanding, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, agreement to hold sums in trust for the payment of the principal of, any accrued as provided in this Section is subject to Sections 12.04 and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease12.05.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestSpecial Interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest Special 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, if applicable), any such interest or such consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease. (e) Upon the occurrence of any Event of Default specified in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically be the Paying Agent.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest Special 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interestSpecial Interest, and (unless such Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest Special Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest Special 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property escheatment laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds; 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, Trustee or such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a paying agent, the 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: (i) 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 the Change of Control Repurchase PriceLiquidated Damages, if applicableany) of, and any accrued and unpaid interest on, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Trustee and the Holders holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal (including the Change of Control Repurchase Priceand premium, if applicable) ofany, and any accrued and unpaid or interest on, 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Change of Control Repurchase Priceof, premium, if applicable) ofany, or any accrued and unpaid 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 (including the Change of Control Repurchase Priceprincipal, premium, if applicable) any, or any such accrued and unpaid interest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided provided, however, that if such deposit is made on the due date, such deposit must 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 Company shall act as its own Paying Agentpaying agent, it will, on or before each due date of the principal of, and any accrued and unpaid premium, if any, or interest on(including Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders holders of the Notes a sum sufficient to pay such principal and any such accrued and unpaid principal, premium, if any, or interest (including Liquidated Damages, if any) so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or any accrued and unpaid interest on(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 Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, pay or cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.04, 5.04 such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability but only with respect to such sums or amountssums. (d) Subject Anything in this Section 5.04 to applicable abandoned property lawsthe contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.04 is subject to Section 13.03 and Section 13.04 hereof. The Trustee shall not be responsible for the actions of any money deposited with other paying agents (including the Trustee or Company if acting as its own paying agent) and shall have no control of any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then funds held by the Company, in trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon ceaseother paying agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the 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: (i) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes in trust for the benefit of the Trustee and the Holders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid 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 will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and any such 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 Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. (d) Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principalprincipal (including the Fundamental Change Repurchase Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such 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, such Paying Agent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.