Common use of Unclaimed Funds Clause in Contracts

Unclaimed Funds. The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Pool, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the applicable Issuers upon their written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law. Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation of such Issuer shall remain liable for the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10.

Unclaimed Funds. The Indenture Trustee is required In the event that any amount due to hold any payments received by it with respect to Noteholder remains unclaimed, the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoingIssuer shall, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Poolits expense, cause to be published at least once but not more than three times in two newspapers once, in the English language customarily published eastern edition of The Wall Street Journal, notice that such money remains unclaimed. Any such unclaimed amounts shall not be invested by the Indenture Trustee (notwithstanding the provisions of Section 303 hereof) and no additional interest shall accrue on each Business Day and of general circulation in New York, New York, a notice the related Note subsequent to the effect that date on which such moneys remain funds were first available for distribution to such Noteholder. Any such unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which amounts shall be not less than 30 days held by the Indenture Trustee in trust until the latest of (i) two (2) years after the date of first the publication described in the second preceding sentence, (ii) the date all other Noteholders of said noticesuch Series shall have received full payment of all principal, interest, premium, if any, and other sums payable to them on such Notes or the Indenture Trustee shall hold (and shall have notified the Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment thereof when due and (iii) the date the Issuer shall have fully performed and observed all its covenants and obligations contained in this Indenture and the related Supplement with respect to such Series of Notes. Thereafter, any such unclaimed balance of such moneys then remaining in amounts shall be paid to the hands Issuer by the Indenture Trustee on written demand; and thereupon each of the Indenture Trustee will and the Issuer shall be released from all further liability with respect to such monies, and thereafter the Noteholders in respect of which such monies were so paid to the Issuer shall have no rights in respect thereof; provided, that if such money or any portion thereof that would be paid to the applicable Issuers upon their written directions to be held in trust Issuer had been previously deposited by the Series Enhancer of such Series with the Indenture Trustee for the benefit payment of principal or interest on the applicable Noteholder until distributed in accordance with Applicable Law. Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation Notes of such Issuer shall remain liable for Series, to the amount of extent any unclaimed balance paid amounts are owing to such Issuer pursuant Series Enhancer, such amounts shall be paid promptly to this Section 5.10such Series Enhancer.

Unclaimed Funds. The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series Series, any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Lawapplicable law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Lawapplicable law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Lawapplicable law, and otherwise at the expense of the applicable Issuers payable out of the Collateral PoolPool (in accordance with and subject to the priority set forth in Section 2.11), cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the applicable Issuers upon their written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with Applicable Lawapplicable law. Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation of such Issuer shall remain liable for the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10.

Unclaimed Funds. The Indenture Trustee is required In the event that any amount due to hold any payments received by it with respect to Noteholder remains unclaimed, the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoingIssuer shall, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Poolits expense, cause to be published at least once but not more than three times in two newspapers once, in the English language customarily published eastern edition of The Wall Street Journal notice that such money remains unclaimed. Any such unclaimed amounts shall not be invested by the Indenture Trustee (notwithstanding the provisions of Section 303 hereof) and no additional interest shall accrue on each Business Day and of general circulation in New York, New York, a notice the related Note subsequent to the effect that date on which such moneys remain funds were available for distribution to such Noteholder. Any such unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which amounts shall be not less than 30 days held by the Indenture Trustee in trust until the latest of (i) two (2) years after the date of first the publication described in the second preceding sentence, (ii) the date all other registered Noteholders of said noticesuch Series shall have received full payment of all principal, interest, premium, if any, and other sums payable to them on such Notes or the Indenture Trustee shall hold (and shall have notified the registered Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment thereof when due and (iii) the date the Issuer shall have fully performed and observed all its covenants and obligations contained in this Indenture and the related Supplement with respect to such Series of Notes. Thereafter, any such unclaimed balance of such moneys then remaining in amounts shall be paid to the hands Issuer by the Indenture Trustee on written demand; and thereupon each of the Indenture Trustee will and the Issuer shall be released from all further liability with respect to such monies, and thereafter the registered Noteholders in respect of which such monies were so paid to the applicable Issuers upon their written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law. Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation of such Issuer shall remain liable for the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10have no rights in respect thereof.

Unclaimed Funds. The Indenture Trustee is required In the event that any amount due to hold any payments received by it with respect to Noteholder remains unclaimed, the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoingIssuer shall, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Poolits expense, cause to be published at least once but not more than three times in two newspapers once, in the English language customarily published eastern edition of The Wall Street Journal, notice that such money remains unclaimed. Any such unclaimed amounts shall not be invested by the Indenture Trustee (notwithstanding the provisions of Section 303 hereof) and no additional interest shall accrue on each Business Day and of general circulation in New York, New York, a notice the related Note subsequent to the effect that date on which such moneys remain funds were available for distribution to such Noteholder. Any such unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which amounts shall be not less than 30 days held by the Indenture Trustee in trust until the latest of (i) two (2) years after the date of first the publication of said noticedescribed in the second preceding sentence, any unclaimed balance (ii) the date all other registered Noteholders of such moneys then remaining in the hands Series shall have received full payment of all principal, interest, premium, if any, and other sums payable to them on such Notes or the Indenture Trustee will shall hold (and shall have notified the registered Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment thereof when due and (iii) the date the Issuer shall have fully performed and observed all its covenants and obligations contained in this Indenture and the related Supplement with respect to such Series of Notes. Thereafter any such unclaimed amounts shall, subject to applicable escheat laws, be paid to the applicable Issuers upon their Issuer by the Indenture Trustee on written directions demand; and thereupon the Indenture Trustee and the Issuer shall be released from all further liability with respect to be held such monies, and thereafter the registered Noteholders in trust respect of which such monies were so paid to the Issuer shall have no rights in respect thereof, except to obtain payment of such monies from the Issuer; provided, that if such money or any portion thereof had been previously deposited by a Series Enhancer with the Indenture Trustee for the benefit payment of principal or interest on the applicable Noteholder until distributed in accordance with Applicable Law. Any successor Notes, to an Issuer through mergerthe extent any amounts are owing to the Series Enhancer, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation of such Issuer amounts shall remain liable for the amount of any unclaimed balance be paid promptly to such Issuer pursuant to this Section 5.10Series Enhancer.

Unclaimed Funds. The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series and with the prior written consent of each Insurer, any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Lawapplicable law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Lawapplicable law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Lawapplicable law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Pool, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the applicable Issuers upon their written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with Applicable Lawapplicable law. Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation of such Issuer shall remain liable for the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10.

Unclaimed Funds. The Indenture Trustee is required In the event that any amount due to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoingICI Noteholder remains unclaimed, ICI shall, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Poolits own expense, cause to be published at least once but not more than three times in two newspapers once, in the English language customarily published eastern edition of The Wall Street Journal, notice that such money remains unclaimed. Any such unclaimed amounts shall be invested by the ICI Indenture Trustee in the Eligible Investments described in clause (vii) of the definition thereof, but no additional interest shall accrue on each Business Day and of general circulation in New York, New York, a notice the related ICI Note subsequent to the effect that date on which such moneys remain funds were available for distribution to such ICI Noteholder. Any such unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which amounts shall be not less than 30 days held by the ICI Indenture Trustee in trust until the latest of (i) two years after the date of first the publication of said noticedescribed in the second preceding sentence, any unclaimed balance (ii) the date all other registered ICI Noteholders of such moneys then remaining in Series shall have received full payment of all principal of and premium, if any, and interest and other sums payable to them on such ICI Notes or the hands of the ICI Indenture Trustee will shall hold (and shall have notified the registered ICI Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment thereof when due and (iii) the date ICI shall have fully performed and observed all its covenants and obligations contained in this Indenture and the related Supplement with respect to such Series of ICI Notes. Thereafter any such unclaimed amounts shall be paid to ICI by the applicable Issuers upon their ICI Indenture Trustee on written directions demand; and thereupon the ICI Indenture Trustee shall be released from all further liability with respect to be held such monies, and thereafter the registered ICI Noteholders in trust for the benefit respect of the applicable Noteholder until distributed which such monies were so paid to ICI shall have no rights in accordance with Applicable Law. Any successor respect thereof except to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation obtain payment of such Issuer shall remain liable for the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10monies from ICI.

Unclaimed Funds. The Indenture Trustee is required In the event that any amount due to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoingICF Noteholder remains unclaimed, ICF shall, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Poolits own expense, cause to be published at least once but not more than three times in two newspapers once, in the English language customarily published eastern edition of The Wall Street Journal, notice that such money remains unclaimed. Any such unclaimed amounts shall be invested by the ICF Indenture Trustee in the Eligible Investments described in clause (vii) of the definition thereof, but no additional interest shall accrue on each Business Day and of general circulation in New York, New York, a notice the related ICF Note subsequent to the effect that date on which such moneys remain funds were available for distribution to such ICF Noteholder. Any such unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which amounts shall be not less than 30 days held by the ICF Indenture Trustee in trust until the latest of (i) two years after the date of first the publication of said notice, any unclaimed balance of such moneys then remaining described in the hands second preceding sentence, (ii) the date all other registered ICF Noteholders shall have received full payment of all principal of and premium, if any, and interest and other sums payable to them on such ICF Notes or the ICF Indenture Trustee will shall hold (and shall have notified the registered ICF Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment thereof when due and (iii) the date ICF shall have fully performed and observed all its covenants and obligations contained in this Indenture and the related Supplement with respect to such Series of ICF Notes. Thereafter any such unclaimed amounts shall be paid to ICF by the applicable Issuers upon their ICF Indenture Trustee on written directions demand; and thereupon the ICF Indenture Trustee shall be released from all further liability with respect to be held such monies, and thereafter the registered ICF Noteholders in trust for the benefit respect of the applicable Noteholder until distributed which such monies were so paid to ICF shall have no rights in accordance with Applicable Law. Any successor respect thereof except to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation obtain payment of such Issuer shall remain liable for the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10monies from ICF.

Unclaimed Funds. The Indenture Trustee is required In the event that any amount due to hold any payments received by it with respect to Noteholder remains unclaimed, the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoingIssuer shall, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Poolits expense, cause to be published at least once but not more than three times in two newspapers once, in the English language customarily published eastern edition of THE WALL STREET JOURNAL, notice that such money remains unclaimed. Any such unclaimed amounts shall not be invested by the Indenture Trustee (notwithstanding the provisions of Section 303 hereof) and no additional interest shall accrue on each Business Day and of general circulation in New York, New York, a notice the related Note subsequent to the effect that date on which such moneys remain funds were available for distribution to such Noteholder. Any such unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which amounts shall be not less than 30 days held by the Trustee in trust until the latest of (i) two years after the date of first the publication of said noticedescribed in the second preceding sentence, any unclaimed balance (ii) the date all other registered Noteholders of such moneys then remaining in the hands Series shall have received full payment of all principal, interest, premium, if any, and other sums payable to them on such Notes or the Indenture Trustee will shall hold (and shall have notified the registered Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment thereof when due and (iii) the date the Issuer shall have fully performed and observed all its covenants and obligations contained in this Indenture and the related Supplement with respect to such Series of Notes. Thereafter any such unclaimed amounts shall be paid to the applicable Issuers upon their written directions Issuer by the Indenture Trustee on demand; and thereupon the Indenture Trustee shall be released from all further liability with respect to be held such monies, and thereafter the registered Noteholders in trust for respect of which such monies were so paid to the benefit of the applicable Noteholder until distributed Issuer shall have no rights in accordance with Applicable Law. Any successor respect thereof except to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation obtain payment of such Issuer shall remain liable for monies from the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10Issuer.

Unclaimed Funds. The Indenture Trustee is required (a) Twelve (12) months following the Effective Time, Parent shall be entitled to hold require the Paying Agent to deliver to Parent any payments received by it funds (other than funds held with respect to the Notes Escrow Amount) that are not paid were delivered to the Noteholders in trust Paying Agent pursuant to Section 3.3(a) which have not been disbursed to holders of Stock Certificates or Stock Agreements, and thereafter such holders shall be entitled only to look to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) for the Noteholders. Notwithstanding cash payable upon due surrender of their Stock Certificates or Stock Agreements (and Parent and the foregoingSurviving Corporation shall, at the expiration of three years subject to such laws, be required to make such cash payments). (b) Twelve (12) months following the Final Payment Date for termination of the Escrow Fund, Parent shall be entitled to require the Paying Agent to deliver to Parent any Class funds remaining in the Escrow Fund which have not been disbursed to holders of Notes of any Series any moneys set aside in accordance with Section 2.11(bStock Certificates or Stock Agreements, and thereafter such holders shall be entitled only to look to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) for payment the cash payable upon due surrender of principaltheir Stock Certificates or Stock Agreements (and Parent and the Surviving Corporation shall, interest and other amounts on subject to such Notes remaining unclaimed by any lawful owner thereoflaws, andbe required to make such cash payments). (c) Twelve (12) months following each Contingent Consideration Payment Date, to the extent required by Applicable Law, any accrued interest thereon Parent shall be remitted entitled to require the applicable Issuers, as their interest may appear, Paying Agent to be deliver to Parent any funds (other than funds held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to the Escrow Amount, if any) that were delivered to the Paying Agent on such money Contingent Consideration Payment Date which have not been disbursed to holders of Stock Certificates or Stock Agreements, and thereafter such holders shall thereupon cease; providedbe entitled only to look to Parent and the Surviving Corporation (subject to abandoned property, that escheat or other similar laws) for the Indenture Trusteecash payable upon due surrender of their Stock Certificates or Stock Agreements (and Parent and the Surviving Corporation shall, before being subject to such laws, be required to make any such remittancecash payments). (d) None of Parent, mayMerger Sub, at the expense of Surviving Corporation, the applicable Noteholder, payable out of such unclaimed funds, to Company or the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Pool, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which Paying Agent shall be not less than 30 days after the date of first publication of said notice, liable to any unclaimed balance of such moneys then remaining Person in the hands of the Indenture Trustee will be paid to the applicable Issuers upon their written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law. Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation of such Issuer shall remain liable for the amount respect of any unclaimed balance paid cash delivered to such Issuer a public official pursuant to this Section 5.10any applicable abandoned property, escheat or similar law.

Unclaimed Funds. The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable IssuersIssuer, as their interest may appear, to be held in trust by such Issuers the Issuer for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers Issuer payable out of the Issuer Collateral Pool, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the applicable Issuers Issuer upon their written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law. Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation of such the Issuer shall remain liable for the amount of any unclaimed balance paid to such the Issuer pursuant to this Section 5.10.

Unclaimed Funds. The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Lawapplicable law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Lawapplicable law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Lawapplicable law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Pool, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 thirty (30) days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the applicable Issuers upon their written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with Applicable Lawapplicable law. Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation of such Issuer shall remain liable for the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10.

Unclaimed Funds. The Indenture Trustee is required to hold any payments received by it with respect to the Notes Bonds that are not paid to the Noteholders Bondholders in trust for the NoteholdersBondholders. Notwithstanding the foregoing, at the expiration of three two years following the Final Payment Date for the Bonds of any Class of Notes of thereof, any Series any moneys monies set aside in accordance with Section 2.11(b2.10(b) for payment of principal, interest and other amounts on such Notes remaining Bonds remain unclaimed by any lawful owner thereof, such unclaimed funds and, to the extent required by Applicable Lawapplicable law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, Issuer to be held in trust by such Issuers the Issuer for the benefit of the applicable Noteholder Bondholder until distributed in accordance with Applicable Lawapplicable law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittancerepayment, may, at the expense of the applicable NoteholderBondholder, payable out of such unclaimed funds, to the extent permitted by Applicable Lawapplicable law, and otherwise at the expense of the applicable Issuers payable out of the Collateral PoolIssuer, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation circulation, in New York, New York, a notice to the effect that such moneys monies remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 days after the date of first publication of said notice, any unclaimed balance of such moneys monies then remaining in the hands of the Indenture Trustee will be paid to the applicable Issuers Issuer upon their its written directions to be held in trust for the benefit of the applicable Noteholder Bondholder until distributed in accordance with Applicable Lawapplicable law. Any successor to an the Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an the Issuer in a liquidation of such the Issuer shall remain liable for the amount of any unclaimed balance paid to such the Issuer pursuant to this Section 5.10.

Unclaimed Funds. The Indenture Trustee is required In the event that any amount due to hold any payments received by it with respect to Noteholder remains unclaimed, the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoingIssuer shall, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Poolits expense, cause to be published at least once but not more than three times in two newspapers once, in the English language customarily published eastern edition of The Wall Street Journal, notice that such money remains unclaimed. Any such unclaimed amounts shall not be invested by the Indenture Trustee (notwithstanding the provisions of Section 303 hereof) and no additional interest shall accrue on each Business Day and of general circulation in New York, New York, a notice the related Note subsequent to the effect that date on which such moneys remain funds were available for distribution to such Noteholder. Any such unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which amounts shall be not less than 30 days held by the Indenture Trustee in trust until the latest of (i) two (2) years after the date of first the publication of said noticedescribed in the second preceding sentence, any unclaimed balance (ii) the date all other registered Noteholders of such moneys then remaining in the hands Series shall have received full payment of all principal, interest, premium, if any, and other sums payable to them on such Notes or the Indenture Trustee will shall hold (and shall have notified the registered Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment thereof when due and (iii) the date the Issuer shall have fully performed and observed all its covenants and obligations contained in this Indenture and the related Supplement with respect to such Series of Notes. Thereafter any such unclaimed amounts shall, subject to applicable escheat laws, be paid to the applicable Issuers upon their Issuer by the Indenture Trustee on written directions demand; and thereupon the Indenture Trustee and the Issuer shall be released from all further liability with respect to be held such monies, and thereafter the registered Noteholders in trust for respect of which such monies were so paid to the benefit of the applicable Noteholder until distributed Issuer shall have no rights in accordance with Applicable Law. Any successor respect thereof, except to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation obtain payment of such monies from the Issuer shall remain liable for the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10as an unsecured creditor thereof.

Unclaimed Funds. The Indenture Trustee is required In the event that any amount due to hold any payments received by it with respect to Noteholder remains unclaimed, the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoingIssuer shall, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by Applicable Law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with Applicable Law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by Applicable Law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Poolits expense, cause to be published at least once but not more than three times in two newspapers once, in the English language customarily published eastern edition of The Wall Street Journal, notice that such money remains unclaimed. Any such unclaimed amounts shall not be invested by the Indenture Trustee (notwithstanding the provisions of Section 303 hereof) and no additional interest shall accrue on each Business Day and of general circulation in New York, New York, a notice the related Note subsequent to the effect that date on which such moneys remain funds were first available for distribution to such Noteholder. Any such unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which amounts shall be not less than 30 days held by the Indenture Trustee in trust until the latest of (i) two (2) years after the date of first the publication described in the second preceding sentence, (ii) the date all other Noteholders of said noticesuch Series shall have received full payment of all principal, interest, premium, if any, and other sums payable to them on such Notes or the Indenture Trustee shall hold (and shall have notified the Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment thereof when due and (iii) the date the Issuer shall have fully performed and observed all its covenants and obligations contained in this Indenture and the related Supplement with respect to such Series of Notes. Thereafter, any such unclaimed balance of such moneys then remaining in amounts shall be paid to the hands Issuer by the Indenture Trustee on written demand; and thereupon each of the Indenture Trustee will and the Issuer shall be released from all further liability with respect to such monies, and thereafter the Noteholders in respect of which such monies were so paid to the Issuer shall have no rights in respect thereof; provided, that if such money or any portion thereof that would be paid to the applicable Issuers upon their written directions to be held in trust Issuer had been previously deposited by the Series Enhancer of such Series with the Indenture Trustee for the benefit payment of principal or interest on the applicable Noteholder until distributed in accordance with Applicable Law. Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation Notes of such Issuer shall remain liable for Series, to the amount of extent any unclaimed balance paid amounts are owing to such Issuer pursuant Series Enhancer, such amounts shall be paid promptly to this Section 5.10such Series Enhancer. ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES