Common use of Provisions as to Paying Agent Clause in Contracts

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable; and (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1) that it will comply with the provisions of the Trust Indenture Act applicable to it as a paying agent, (2) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest and interest, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (23) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or and premium, if any, on) or any interest and interest, if any, on the Securities of such series when the same shall be due and payable; , and (34) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest , and interest, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and principal, premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a for any series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or and interest, if any, on any interest on, any SecuritiesSecurities of that series, deposit with a paying agent a sum sufficient to pay the principal (and such principal, premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Securities of such series entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunderthis Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 12.02 and 12.03. (f) To the extent that the terms of any Securities established pursuant to Section 12.03 and 2.01 provide that any principal of or premium or interest, if any, on any such Securities is or may be payable in Shares or other securities or property, then the provisions of this Section 12.044.03 shall apply, mutatis mutandis, to such Shares or other securities or property.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable; and (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) If the Company shall act as its own paying agent with respect to any series of Securities, it will, on or before each due date of the principal of or premium, if any, or interest, if any, on the Securities of that series, set aside, segregate and hold in trust for the benefit of the holders of such Securities or of the Trustee, as the case may be, a sum sufficient to pay such principal or premium, if any, or interest so becoming due and will notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor on the Securities of that series) to make any payment of the principal of or premium, if any, or interest on the Securities of such series when the same shall be due and payable. (b) Whenever the Company shall have one or more paying agents, other than the Company, for any series of Securities, it will, on or before each due date of the principal of or premium, if any, or interest, if any, on any Securities of that series, deposit with a paying agent a sum sufficient to pay the principal and premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the holders of such Securities, and (unless such paying agent is the Trustee) the Company will notify the Trustee of such action or the failure to take such action. (c) If the Company shall appoint a paying agent other than the Trustee or the Company with respect to the Securities any series of any seriesSecurities, 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 SectionSection that such agent will: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and or premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee holders of the receipt Securities of sums to be so heldsuch series or of the Trustee, as the case may be; (2) that it will give the Trustee notice of any failure default by the Company (or by any other obligor on the Securities of such series) to make in the making of any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable; and (3) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunderIndenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it it, or by any paying agent hereunder hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 Sections 12.04 and Section 12.0412.05.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series, or Coupons appertaining thereto, as the case may be, entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series when the same shall be due and payable; , and (3) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and premiumpremium if any), interest, if any) , or any interest Additional Amounts, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (ed) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section Sections 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable; and (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section Sections 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) Whenever 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 Paying Agent other than the Trustee with respect to the Securities of any series, it 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 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 SectionSection 3.03, as follows: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any premium or interest on the such Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such seriesSecurities) in trust for the benefit of the persons Persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so heldthereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such seriesSecurities) to make any payment of the principal of (or premium, if any, on) or any premium or interest on the such Securities of such series when the same shall be due and payable; and (3) that it will forthwith pay to the Trustee, at any time when any such failure has occurred and is continuing, it willduring the continuance of an Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it willPaying Agent with respect to the Securities of any series, on or before each due date of the principal of (and premium, if any) or any premium or interest on the Securities of any such series, it will set aside, segregate and hold in trust for the benefit of the persons Persons entitled thereto a sum sufficient to pay such principal (and premiumprincipal, if any) premium or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company and will promptly notify the Trustee of any failure to take such actionaction and of any failure by the Company (or by any other obligor under such Securities) to make any payment of the principal of or any premium or interest on such Securities when the same shall become due and payable. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything Notwithstanding anything in this Section 3.03 to the contrary notwithstandingcontrary, the Company mayCompany, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, may pay or cause by Company Order direct any Paying Agent to be paid pay to the Trustee all sums held in trust for such series by it the Company or any paying agent hereunder as required by Paying Agent under this SectionIndenture, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such moneycontained in this Indenture. (ed) Anything Notwithstanding anything in this Section 3.03 to the contrary notwithstandingcontrary, the agreement to hold sums in trust as provided in this Section 3.03 is subject to the provisions of Section 12.03 Sections 13.03 and Section 12.0413.04.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable; and (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of the Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of the Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section Sections 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) Whenever If the Company shall appoint a paying agent other than the Trustee with respect to the Debt Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: Section 4.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and of, premium, if any, on) or any interest interest, if any, on the Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Debt Securities of such series) in trust for the benefit of the persons entitled thereto Holders of the Debt Securities of such series or of the Trustee, as the case may be, until such sums shall be paid to such persons the Holders or otherwise disposed of as herein provided to the Trustee, and will notify the Trustee of the receipt of sums to be so held; ; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of (or of, premium, if any, on) or any interest interest, if any, on the Debt Securities of such series when the same shall be due and payable; and and (3) that at any time when during the continuance of any failure by the Company (or by any other obligor on the Debt Securities of such failure has occurred and is continuingseries) specified in the preceding paragraph (2), it such paying agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent.it. 13 (b) If the Company shall act as its own paying agentagent with respect to the Debt Securities of any series, it will, on or before each due date of the principal of (and of, premium, if any) , or any interest interest, if any, on the Debt Securities of any such series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto Holders of such Debt Securities a sum sufficient to pay such principal (and principal, premium, if any) , or any interest interest, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company and will promptly notify the Trustee of any failure to take such actionaction and of any failure by the Company (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of, premium, if any, or interest, if any, on the Debt Securities of such series when the same shall become due and payable. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section 4.04 to the contrary notwithstanding, notwithstanding the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunderIndenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it it, or any paying agent hereunder hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (ed) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to the provisions of Section Sections 12.03 and Section 12.04. (e) Whenever the Company shall have one or more paying agents with respect to the Debt Securities of any series, it will, prior to each due date of the principal of, premium, if any, or interest, if any, on the Debt Securities of such series, deposit with a designated paying agent a sum sufficient to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act.

Provisions as to Paying Agent. (a) Whenever the Company Corporation shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series, or Coupons appertaining thereto, as the case may be, entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (2) that it will give the Trustee notice of any failure by the Company Corporation (or by any other obligor on the Securities of such series) to make any a payment of the principal of (or premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series when the same shall be due and payable; , and (3) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and premiumpremium if any), interest, if any) , or any interest Additional Amounts, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company Corporation will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 and Section 12.04.held

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series, or coupons appertaining thereto, as the case may be, entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities securities of such series) to make any payment of the principal of (or premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series when the same shall be due and payable; , and (3) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a for any series of Securities, it will, on or prior to each due date of the principal of (and premium, if any), on) interest, if any, or Additional Amounts, if any, on any interest on, any SecuritiesSecurities of that series, deposit with a paying agent a sum sufficient to pay the such principal (and premium, if any) ), or any interest, if any, or Additional Amounts, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series, or coupons appertaining thereto, as the case may be, entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series when the same shall be due and payable; , and (3) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (ed) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section Sections 12.03 and Section 12.04.

Provisions as to Paying Agent. (a1) Whenever the Company shall appoint a paying agent have one or more Paying Agents for any series of Debt Securities other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable; and (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the any Debt Securities of any such series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto deposit with a Paying Agent a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so amount becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium or interestTrust Indenture Act, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d2) The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon any series of Debt Securities) in the making of any payment in respect of the Debt Securities of such series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. (b) If the Company shall act as its own Paying Agent, it will, on or prior to each due date of the principal of and premium, if any, or interest on Debt Securities of any series, set aside, segregate and hold in trust for the benefit of the Holders of such Debt Securities a sum sufficient to pay such principal and premium, if any, or interest so becoming due and will notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor on such series of Debt Securities) to make any payment of the principal of and premium, if any, or interest on the Debt Securities when the same shall become due and payable. (c) Anything in this Section 5.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more any or all series of Debt Securities hereunderthen Outstanding, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it the Company, or any paying agent hereunder Paying Agent hereunder, as required by this SectionSection 5.4, such sums to be held by the Trustee upon in accordance with the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (ed) Anything in this Section 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.4 is subject to the provisions of Section 12.03 and Section 12.0414.4.

Provisions as to Paying Agent. (a) Whenever If the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions provision of this Section:Section 3.04. (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest interest, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee holders of the receipt Securities of sums to be so held;such series; and (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or and premium, if any, on) or any interest interest, if any, on the Securities of such series when the same shall be due and payable; and (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) , or any interest interest, if any, on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto holders of the Securities of such series a sum sufficient to pay such principal (and premiumprincipal, if any) premium or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company and will promptly notify the Trustee of any failure to take such action. (c) Whenever action and of any failure by the Company shall have one (or more paying agents with respect by any other obligor under the Securities of such series) to a series of Securities, it will, on or prior to each due date make any payment of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premiuminterest, if any) or any interest, so becoming due, on the Securities of such sum to be held in trust for series when the benefit of the Persons entitled to such principal, premium or interest, same shall become due and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to actpayable. (dc) Anything in this Section 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 and Section 12.04.be

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee written notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable; and (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) Whenever the Company Issuer(s) shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it or they, as applicable, 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:, (1) that it or they, as applicable, will comply with the provisions of the Trust Indenture Act applicable to it as a paying agent, (2) that it or they, as applicable, will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest and interest, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (23) that it or they, as applicable, will give the Trustee notice of any failure by the Company such Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal of (or and premium, if any, on) or any interest and interest, if any, on the Securities of such series when the same shall be due and payable; , and (34) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company or any Co-Issuer shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest , and interest, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and principal, premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company applicable Issuer will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company Issuer(s) shall have one or more paying agents with respect to a for any series of Securities, it or they, as applicable, will, on or prior to each due date of the principal of (and premium, if any, on) or and interest, if any, on any interest on, any SecuritiesSecurities of that series, deposit with a paying agent a sum sufficient to pay the principal (and such principal, premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Securities of such series entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company such Issuer(s) will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company such Issuers may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunderthis Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 12.02 and 12.03. (f) To the extent that the terms of any Securities established pursuant to Section 12.03 and 2.01 provide that any principal of or premium or interest, if any, on any such Securities is or may be payable in Shares or other securities or property, then the provisions of this Section 12.044.03 shall apply, mutatis mutandis, to such Shares or other securities or property.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable; and (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: , (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series, or coupons appertaining thereto, as the case may be, entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; , (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series when the same shall be due and payable; and , and (3) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (ed) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section Sections 12.03 and Section 12.04. SECTION 4.04.

Provisions as to Paying Agent. (a) Whenever the Company Corporation shall appoint a paying agent other than the Trustee with respect to the Debt Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Debt Securities of such series, as the case may be, entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee notice of any failure by the Company Corporation (or by any other obligor on the Debt Securities of such series) to make any a payment of the principal of (or premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Debt Securities of such series when the same shall be due and payable; and (3) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, on the Debt Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Debt Securities of such series entitled thereto a sum sufficient to pay such principal (and premiumpremium if any), interest, if any) , or any interest Additional Amounts, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company Corporation will promptly notify the Trustee in writing of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Debt Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (ed) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section Section, is subject to the provisions of Section 12.03 Sections 12.04 and Section 12.0412.05.

Provisions as to Paying Agent. (a). (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1) that it will comply with the provisions of the Trust Indenture Act applicable to it as a paying agent, (2) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest and interest, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (23) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or and premium, if any, on) or any interest and interest, if any, on the Securities of such series when the same shall be due and payable; , and (34) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest , and interest, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and principal, premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a for any series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or and interest, if any, on any interest on, any SecuritiesSecurities of that series, deposit with a paying agent a sum sufficient to pay the principal (and such principal, premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Securities of such series entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunderthis Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 12.02 and 12.03. (f) To the extent that the terms of any Securities established pursuant to Section 12.03 and 2.01 provide that any principal of or premium or interest, if any, on any such Securities is or may be payable in Shares or other securities or property, then the provisions of this Section 12.044.03 shall apply, mutatis mutandis, to such Shares or other securities or property.

Provisions as to Paying Agent. (a) Whenever the Company Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series, or Coupons appertaining thereto, as the case may be, entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (2ii) that it will give the Trustee notice of any failure by the Company Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series when the same shall be due and payable; , and (3iii) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Issuer or the Guarantor shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and premiumpremium if any), interest, if any) , or any interest Additional Amounts, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company Issuer or the Guarantor, as the case may be, will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company Issuer or the Guarantor may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (ed) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 Sections 13.03 and Section 12.0413.04.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the TrusteeTrustee and notify the securityholders of the applicable series of such appointment, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be due and payable; and; (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) comply with all requirements of the Internal Revenue Code of 1986, as amended from time to time with respect to the withholding from any payments made by it on any Securities of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. The Trustee shall have no liability for the actions or omissions of any other paying agent. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section Sections 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) Whenever the Company Corporation shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series, or Coupons appertaining thereto, as the case may be, entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (2) that it will give the Trustee notice of any failure by the Company Corporation (or by any other obligor on the Securities of such series) to make any a payment of the principal of (or premium, if any), on) interest, if any, or any interest Additional Amounts, if any, on the Securities of such series when the same shall be due and payable; , and (3) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Corporation shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) ), interest, if any, or any interest Additional Amounts, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and premiumpremium if any), interest, if any) , or any interest Additional Amounts, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company Corporation will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company Corporation may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (ed) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 12.03 Sections 12.04 and Section 12.0412.05.

Provisions as to Paying Agent. (a) Whenever the Company Companies shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it they 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:, (1) that it will comply with the provisions of the Trust Indenture Act applicable to it as a paying agent, (2) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest and interest, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (23) that it will give the Trustee notice of any failure by the Company Companies (or by any other obligor on the Securities of such series) to make any payment of the principal of (or and premium, if any, on) or any interest and interest, if any, on the Securities of such series when the same shall be due and payable; , and (34) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company Companies shall act as its their own paying agent, it they will, on or before each due date of the principal of (and premium, if any) or any interest , and interest, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and principal, premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company Companies will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company Companies shall have one or more paying agents with respect to a for any series of Securities, it they will, on or prior to each due date of the principal of (and premium, if any, on) or and interest, if any, on any interest on, any SecuritiesSecurities of that series, deposit with a paying agent a sum sufficient to pay the principal (and such principal, premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Securities of such series entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company Companies will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company Companies may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunderthis Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 12.02 and 12.03. (f) To the extent that the terms of any Securities established pursuant to Section 12.03 and 2.01 provide that any principal of or premium or interest, if any, on any such Securities is or may be payable in Shares or other securities or property, then the provisions of this Section 12.044.03 shall apply, mutatis mutandis, to such Shares or other securities or property.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent Paying Agent other than the Trustee with respect to the any series of Securities or any particular Securities of any a series, it will cause such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold sums held by it as such agent Paying Agent for the payment of the principal of (and premium, if any, on) or any interest or other amounts due on the such Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such seriesSecurities) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any, on) or any interest or other amounts due on the such Securities of such series when the same shall be due and payable; and (3) that at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent. (b) If the Company shall act as its own paying agentPaying Agent, it will, on or before each due date of the principal of (and premium, if any) or any interest or other amounts due on the Securities of any seriessuch Securities, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or any interest or other amounts so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents Paying Agents with respect to a series of any Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any or other amounts due on such Securities, deposit with a paying agent Paying Agent a sum sufficient to pay the principal (and premium, if any) or any interestinterest or other amounts, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium premium, interest or interestother amounts due, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series Securities by it or any paying agent Paying Agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent Paying Agent to the Trustee, such paying agent Paying Agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section Sections 12.03 and Section 12.04.

Provisions as to Paying Agent. (a) Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1i) that it will comply with the provisions of the Trust Indenture Act applicable to it as a paying agent, (ii) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest and interest, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the persons Holders of the Securities of such series entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so held;, (2iii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of (or and premium, if any, on) or any interest and interest, if any, on the Securities of such series when the same shall be due and payable; , and (3iv) that at any time when during the continuance of any such failure has occurred and is continuing, it willdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or any interest , and interest, if any, on the Securities of any series, series set aside, segregate and hold in trust for the benefit of the persons Holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and principal, premium, if any) or any interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provideddue. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the Company shall have one or more paying agents with respect to a for any series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or and interest, if any, on any interest on, any SecuritiesSecurities of that series, deposit with a paying agent a sum sufficient to pay the principal (and such principal, premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Securities of such series entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the a satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunderthis Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 12.02 and 12.03. (f) To the extent that the terms of any Securities established pursuant to Section 12.03 and 2.01 provide that any principal of or premium or interest, if any, on any such Securities is or may be payable in Shares or other securities or property, then the provisions of this Section 12.044.03 shall apply, mutatis mutandis, to such Shares or other securities or property.

Provisions as to Paying Agent. (a) Whenever If the Company shall appoint a paying agent other than the Trustee with respect to the Debt Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: Section 4.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and of, premium, if any, on) or any interest interest, if any, on the Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Debt Securities of such series) in trust for the benefit of the persons entitled thereto Holders of the Debt Securities of such series or of the Trustee, as the case may be, until such sums shall be paid to such persons the Holders or otherwise disposed of as herein provided to the Trustee, and will notify the Trustee of the receipt of sums to be so held; ; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of (or of, premium, if any, on) or any interest interest, if any, on the Debt Securities of such series when the same shall be due and payable; and and (3) that at any time when during the continuance of any failure by the Company (or by any other obligor on the Debt Securities of such failure has occurred and is continuingseries) specified in the preceding paragraph (2), it such paying agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentit. (b) If the Company shall act as its own paying agentagent with respect to the Debt Securities of any series, it will, on or before each due date of the principal of (and of, premium, if any) , or any interest interest, if any, on the Debt Securities of any such series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto Holders of such Debt Securities a sum sufficient to pay such principal (and principal, premium, if any) , or any interest interest, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Company and will promptly notify the Trustee of any failure to take such actionaction and of any failure by the Company (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of, premium, if any, or interest, if any, on the Debt Securities of such series when the same shall become due and payable. (c) Whenever the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section 4.04 to the contrary notwithstanding, notwithstanding the Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunderIndenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it it, or any paying agent hereunder hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. (ed) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to the provisions of Section Sections 12.03 and Section 12.04. (e) Whenever the Company shall have one or more paying agents with respect to the Debt Securities of any series, it will, prior to each due date of the principal of, premium, if any, or interest, if any, on the Debt Securities of such series, deposit with a designated paying agent a sum sufficient to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act.

Provisions as to Paying Agent. The Trustee shall be the Paying Agent for the Series T bonds and, at the option of the Company, the Company may appoint additional Paying Agents (a) including without limitation itself). Whenever the Company shall appoint a paying agent Paying Agent other than the Trustee with respect to the Securities of any seriesSeries T bonds, 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: (1a) that it such Paying Agent will hold all sums held received by it as such agent for the payment of the principal of (and premiumor interest, if any, on) or any interest on the Securities of such series Series T bonds (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such seriesSeries T bonds) in trust for the benefit of the persons entitled thereto Registered Owners of the Series T bonds, or of the Trustee until such sums shall be paid to such persons Registered Owners or otherwise disposed of as herein provided and will notify the Trustee of the receipt of sums to be so heldprovided; (2b) that it such Paying Agent will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such seriesSeries T bonds) to make any payment of the principal of (or premiumof, premium if any, on) or any interest on the Securities of such series Series T bonds when the same shall be due and payable; and (3c) that such Paying Agent will at any time when during the continuance of any such failure has occurred and is continuing, it willfailure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. Paying Agent. The Company will, on or prior to each due date of the principal of and any interest on the Series T bonds, deposit with the Paying Agent a sum sufficient to pay such principal and any interest so becoming due, such sum to be held in trust for the benefit of the Registered Owners of the Series T bonds entitled to such principal of and any interest, and (bunless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action. If the Company shall act as its own paying agentPaying Agent with respect to the Series T bonds, it will, on or before each due date of the principal of (and premiumor interest, if any) or any interest , on the Securities of any seriesSeries T bonds, set aside, segregate and hold in trust for the benefit of the persons entitled thereto Registered Owners of the Series T bonds, a sum sufficient to pay such principal (and premiumor interest, if any) or any interest , so becoming due until such sums shall be paid to such persons Registered Owners or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action. (c) Whenever the . The Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, time pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder Paying Agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and and, upon such payment by any paying agent Paying Agent to the Trustee, such paying agent Paying Agent shall be released from all further liability with respect to such money. (e) . Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section section is subject to the provisions of Section 12.03 Sections 6.02 and Section 12.046.03.