Common use of Provisions as to Paying Agent Clause in Contracts

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04: (1) that it shall hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, and the Fundamental Change Purchase Price for, the Securities in trust for the benefit of the Holders; (2) that it shall give the Trustee prompt notice of any failure by the Company to make any payment of the principal of, accrued and unpaid interest, if any, on, or the Fundamental Change Purchase Price for, the Securities when the same shall be due and payable; and (3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of, accrued and unpaid interest, if any, on, and Fundamental Change Purchase Price for, the Securities, deposit with the Paying Agent a sum sufficient to pay such principal, accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of any failure to take such action, provided that, if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shall, on or before each due date of the principal of, accrued and unpaid interest, if any, on, or Fundamental Change Purchase Price for, the Securities, set aside, segregate and hold in trust for the benefit of the holders of the Securities a sum sufficient to pay such principal, accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, so becoming due and shall promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of, accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities when the same shall become due and payable. (c) Anything in this Section 5.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, and the Fundamental Change Purchase Price for, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable law, any money or property deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds or property; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Common Stock, shall thereupon cease.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.045.03: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on, and the or any Fundamental Change Purchase Price or Redemption Price for, the Securities Notes (and, for the avoidance of doubt, all related Additional Amounts, if applicable) held in trust for the benefit of the Holdersholders of the Notes; (2ii) that it shall will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of, any premium on, accrued and unpaid interest, if any, on, or the any Fundamental Change Purchase Price or Redemption Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of, any premium on, accrued and unpaid interest, if any, on, and or any Fundamental Change Purchase Price or Redemption Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principal, premium, accrued and unpaid interest, or any Fundamental Change Purchase PricePrice or Redemption Price (and, for the avoidance of doubt, all related Additional Amounts, if applicable), as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, provided that, if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal of, any premium on, accrued and unpaid interest, if any, on, or any Fundamental Change Purchase Price or Redemption Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalamount (and, accrued and unpaid interestfor the avoidance of doubt, all related Additional Amounts, if any, on or Fundamental Change Purchase Price, as the case may beapplicable), so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any such payment of the principal of, accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities when the same shall become due and payable. (c) Anything in this Section 5.04 5.03 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.045.03, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on, or any Fundamental Change Purchase Price or Redemption Price for, any Note and remaining unclaimed for two (2) years after such principal, premium, accrued and unpaid interest, or any Fundamental Change Purchase Price or Redemption Price has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; (e) To the extent the Company maintains a Paying Agent in a member state of the European Union, the Company will ensure that it maintains at least one Paying Agent in a member state of the European Union that will not be obligated to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, and the Fundamental Change Purchase Price for, the Securities Notes in trust for the benefit of the Holders; (2ii) that it shall will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) and premium, if any of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; provided that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) or such accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be made in immediately available funds and received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Subject to applicable law, any money deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Common Stock, shall thereupon cease.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, and the Fundamental Change Purchase Price for, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid interest, if any, Special Interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may beSpecial Interest, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shall, on or before each due date of the principal of, accrued and unpaid interest, if any, on, or Fundamental Change Purchase Price for, the Securities, set aside, segregate and hold in trust for the benefit of the holders of the Securities a sum sufficient to pay such principal, accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, so becoming due and shall promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of, accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities when the same shall become due and payable. (c) Anything in this Section 5.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, and the Fundamental Change Purchase Price for, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.01(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shall, on or before each due date of the principal of, accrued and unpaid interest, if any, on, or Fundamental Change Purchase Price for, the Securities, set aside, segregate and hold in trust for the benefit of the holders of the Securities a sum sufficient to pay such principal, accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, so becoming due and shall promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of, accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities when the same shall become due and payable. (c) Anything in this Section 5.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.045.03: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on, and the or any Fundamental Change Purchase Price or Redemption Price for, the Securities Notes (and, for the avoidance of doubt, all related Additional Amounts, if applicable) held in trust for the benefit of the Holdersholders of the Notes; (2ii) that it shall will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of, any premium on, accrued and unpaid interest, if any, on, or the any Fundamental Change Purchase Price or Redemption Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of, any premium on, accrued and unpaid interest, if any, on, and or any Fundamental Change Purchase Price or Redemption Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principal, premium, accrued and unpaid interest, or any Fundamental Change Purchase PricePrice or Redemption Price (and, for the avoidance of doubt, all related Additional Amounts, if applicable), as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, provided that, if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal of, any premium on, accrued and unpaid interest, if any, on, or any Fundamental Change Purchase Price or Redemption Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalamount (and, accrued and unpaid interestfor the avoidance of doubt, all related Additional Amounts, if any, on or Fundamental Change Purchase Price, as the case may beapplicable), so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any such payment of the principal of, accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities when the same shall become due and payable. (c) Anything in this Section 5.04 5.03 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.045.03, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on, or any Fundamental Change Purchase Price or Redemption Price for, any Note and remaining unclaimed for two years after such principal, premium, accrued and unpaid interest, or any Fundamental Change Purchase Price or Redemption Price has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; (e) To the extent the Company maintains a Paying Agent in a member state of the European Union, the Company will ensure that it maintains at least one Paying Agent in a member state of the European Union that will not be obligated to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, (including the Redemption Price and the Fundamental Change Purchase Price forRepurchase Price, if applicable) of, and accrued and unpaid interest on, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust, provided, that a Paying Agent appointed as contemplated under Section 4.02 shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00 a.m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Any money deposited with the Trustee, the Exchange Agent or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon exchange of any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon exchange has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Exchange Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, and the Fundamental Change Purchase Price for, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trusttrust;provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid interest, if any, Special Interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or any accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may beSpecial Interest, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) and any accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, Special Interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid interest Special Interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable law, any money or property deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, any accrued and unpaid Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds or property; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Common Stock, shall thereupon cease;

Provisions as to Paying Agent. This (a) Section 5.04 shall replace Section 1003 9.3(3) of the Base Indenture is hereby amended with respect to the Notes by replacing such Section 9.3(3) in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04: (1) that it shall hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, and the Fundamental Change Purchase Price for, the Securities in trust for the benefit of the Holders; (2) that it shall give the Trustee prompt notice of any failure by the Company to make any payment of the principal of, accrued and unpaid interest, if any, on, or the Fundamental Change Purchase Price for, the Securities when the same shall be due and payable; and (3) following: “that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; and”. The Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each due date of the principal (including the Fundamental Change Purchase Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principal, accrued and unpaid interest, or principal (including the Fundamental Change Purchase Price, as the case may beif applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If Notwithstanding anything in the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Purchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principal, accrued and unpaid interest, if any, on or principal (including the Fundamental Change Purchase Price, as the case may be, if applicable) and accrued and unpaid interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Purchase Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything Notwithstanding anything in this Section 5.04 the Base Indenture to the contrary notwithstandingcontrary, but subject to Article 7any money and Class A Shares deposited with the Trustee, Conversion Agent or any Paying Agent, or then held by the Company mayCompany, at any time, in trust for the purpose payment of obtaining a satisfaction the principal (including the Fundamental Change Purchase Price, if applicable) of, accrued and discharge unpaid interest on and the consideration due upon conversion of this Indentureany Note and remaining unclaimed for two years after such principal (including the Fundamental Change Purchase Price, if applicable), interest or for any other reason, pay or cause to consideration due upon conversion has become due and payable shall be paid to the Trustee all sums held in trust by Company on request of the Company contained in an Officer’s Certificate, or any Paying Agent hereunder as required by this Section 5.04, such sums to be (if then held by the Trustee upon Company) shall be discharged from such trust; and the trusts herein contained and upon Holder of such payment by Note shall thereafter, as an unsecured general creditor, look only to the Company or any Paying Agent to for payment thereof, and all liability of the Trustee, the Company Co-Trustee, Conversion Agent or such Paying Agent shall be released from all further liability with respect to such sumstrust money and Class A Shares, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, (including the Redemption Price and the Fundamental Change Purchase Price forRepurchase Price, if applicable) of, and accrued and unpaid interest on, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 14.01(g) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Subject to applicable law, any money deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Class A Common Stock then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Class A Common Stock, shall thereupon cease; provided, however, that the Trustee, Conversion Agent or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and shares of Class A Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Class A Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.045.05: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, and (including the Fundamental Change Purchase Price forPrice, if applicable) of, and accrued and unpaid interest on, the Securities Notes in trust for the benefit of the Holders; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of, accrued and unpaid interest, if any, on, or (including the Fundamental Change Purchase Price forPrice, if applicable) of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change Purchase Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principal, accrued and unpaid interest, or principal (including the Fundamental Change Purchase Price, as the case may beif applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such due date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Purchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders of the Securities Holders a sum sufficient to pay such principal, accrued and unpaid interest, if any, on or principal (including the Fundamental Change Purchase Price, as the case may be, if applicable) and such accrued and unpaid interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Purchase Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 5.05 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.045.05, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Any money and Common Units deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Purchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of, any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Purchase Price, if applicable), interest or the consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and Common Units, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, New York City, notice that such money and Common Units remain unclaimed and that, after a date specified therein, which shall not be less than 30 calendar days from the date of such publication, any unclaimed balance of such money and Common Units then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 6.03 of the Base Indenture in its entirety shall be superseded by this Section 4.03, and references any reference in the Base Indenture to Section 1003 of the Base Indenture 6.03 shall be deemed replace with references to refer instead to this Section 5.044.03. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.03: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, (including the Redemption Price and the Fundamental Change Purchase Price forRepurchase Price, if applicable) of, and accrued and unpaid interest on, the Securities in trust Notes for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trustheld. The Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum in immediately available funds sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, interest and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, if such deposit is made on the due date, that such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such the relevant due date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.03 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company in trust or by any Paying Agent hereunder as required by this Section 5.044.03, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.02(i) or Section 6.02(j), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable escheatment laws, any money or property deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, or in satisfaction of its Conversion Obligation with respect to, any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or interest has become due and payable, or such Conversion Obligation became due, shall be paid or delivered, as the case may be, to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such money or property, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, and the Fundamental Change Purchase Price for, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid interest, if any, Special Interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or any accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may beSpecial Interest, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) and any accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, Special Interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid interest Special Interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable law, any money or property deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, any accrued and unpaid Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds or property; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Common Stock, shall thereupon cease;

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.045.05: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, and (including the Fundamental Change Purchase Price forPrice, if applicable) of, and accrued and unpaid interest on, the Securities Notes in trust for the benefit of the Holders; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of, accrued and unpaid interest, if any, on, or (including the Fundamental Change Purchase Price forPrice, if applicable) of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal (including the Fundamental Change Purchase Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principal, accrued and unpaid interest, or principal (including the Fundamental Change Purchase Price, as the case may beif applicable) or such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such due date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Purchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders of the Securities Holders a sum sufficient to pay such principal, accrued and unpaid interest, if any, on or principal (including the Fundamental Change Purchase Price, as the case may be, if applicable) and such accrued and unpaid interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Purchase Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 5.05 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.045.05, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Purchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon exchange of, any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Purchase Price, if applicable), interest or the consideration due upon exchange has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, New York City, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 calendar days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price and the Tax Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, and the Fundamental Change Purchase Price for, the Securities Notes in trust for the benefit of the Holders; (2ii) that it shall will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price and the Tax Redemption Price, if applicable) and premium, if any of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 13.03 shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Tax Redemption Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Tax Redemption Price, if applicable) or such accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be made in immediately available funds and received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Repurchase Price and the Tax Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price and the Tax Redemption Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price and the Tax Redemption Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Subject to applicable law, any money deposited with the Trustee or any Paying Agent, or any money and Ordinary Shares then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price and the Tax Redemption Price, if applicable) of, accrued and unpaid interest on and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price and the Tax Redemption Price, if applicable) or interest has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and Ordinary Shares, shall thereupon cease.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, and (including the Fundamental Change Purchase Price forand the Changes in Canadian Tax Law Purchase Price, if applicable) of, and accrued and unpaid interest on, the Securities Notes in trust for the benefit of the Holdersholders of the Notes; (2ii) that it shall will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of, accrued and unpaid interest, if any, on, or (including the Fundamental Change Purchase Price forand the Changes in Canadian Tax Law Purchase Price, if applicable) of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of, accrued and unpaid interest, if any, on, and (including the Fundamental Change Purchase Price forand the Changes in Canadian Tax Law Purchase Price, if applicable) of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Purchase Price and the Changes in Canadian Tax Law Purchase Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal of, accrued and unpaid interest, if any, on, or (including the Fundamental Change Purchase Price forand the Changes in Canadian Tax Law Purchase Price, if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Purchase Price and the Changes in Canadian Tax Law Purchase Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Purchase Price and the Changes in Canadian Tax Law Purchase Price, if applicable) of, and accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. The Company may change the Paying Agent without prior notice to the Noteholders. (c) Anything in this Section 5.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent (pursuant to Section 8.05), or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Purchase Price and the Changes in Canadian Tax Law Purchase Price, if applicable) of, and accrued and unpaid interest on, any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Purchase Price and the Changes in Canadian Tax Law Purchase Price, if applicable) and interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day in the Borough of Manhattan, The City of New York, New York and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, (including the Redemption Price and the Fundamental Change Purchase Price forRepurchase Price, if applicable) of, and accrued and unpaid interest on, the Securities Notes in trust for the benefit of the HoldersTrustee and the Holders of the Notes; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust. The Subject to Section 2.03(d), the Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, subject to Section 2.03(d), it shallwill, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Trustee and the Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. Upon any Event of Default under Section 6.01(i) or Section 6.01(j) the Trustee shall automatically become the Paying Agent. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, and the Fundamental Change Purchase Price for, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid interest, if any, Special Interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may beSpecial Interest, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid interest, if any, Special Interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) and any accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, Special Interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid interest Special Interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent. (d) Subject to applicable law, any money or property deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, any accrued and unpaid Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), Special Interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds or property; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Common Stock, shall thereupon cease; provided, however, that the Trustee, Conversion Agent or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, (including the Redemption Price and the Fundamental Change Purchase Price forRepurchase Price, if applicable) of, and accrued and unpaid interest on, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust. provided, that a Paying Agent appointed as contemplated under Section 4.02 shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00 a.m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the Trustee, the Conversion Agent, or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee, the Conversion Agent or such Paying Agent, as applicable, shall have no further liability with respect to such funds; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee, the Conversion Agent or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. This Section 5.04 shall replace Section 1003 of the Base Indenture in its entirety and references in the Base Indenture to Section 1003 of the Base Indenture shall be deemed replace with references to this Section 5.04. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company shall 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 5.044.04: (1i) that it shall will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, and the Fundamental Change Purchase Price for, the Securities Notes in trust for the benefit of the HoldersHolders of the Notes; (2ii) that it shall will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or the Fundamental Change Purchase Price for, the Securities Notes when the same shall be due and payable; and (3iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it shall will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest, if any, interest on, and Fundamental Change Purchase Price for, the SecuritiesNotes, deposit with the Paying Agent a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company shall will promptly notify the Trustee in writing of any failure to take such action, ; provided that, that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it shallwill, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest, if any, interest on, or Fundamental Change Purchase Price for, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the holders Holders of the Securities Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) and accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, interest so becoming due and shall will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, but subject to Article 7, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Subject to applicable law, any money deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Common Stock, shall thereupon cease; provided, however, that the Trustee, Conversion Agent or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.