Common use of Paying Agent To Hold Assets in Trust Clause in Contracts

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, premium (if any, ) on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuer (or any other obligor on such Series of the Securities) in making any such payment. If the Issuer, the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money and hold it in a separate trust. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, premium or interest or premiumLiquidated Damages, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of Securitiesthe Notes), and the Company Issuer and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuer (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. If the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all assets held by it as Paying Agent. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent (if other than the Issuer) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or and the Trustee all assets held by the Paying Agent for the payment of principal ofprincipal, or premium and interest or premium, if any, on, such Series of Securities with respect to the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders and the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Co-Issuers shall require each Paying Agent other than the Trustee or the Company or any Subsidiary of the Company to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company Co-Issuers or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Co-Issuers (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. The Company Co-Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Co-Issuers to the Paying Agent, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for such assets. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Co-Issuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the such Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets. If the Company or any of its Affiliates acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. During the continuance of any Event of Default, the Trustee shall serve as the sole Paying Agent of the Securities.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest (or Liquidated Damages, if any) on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuer (or any other obligor on such Series of the Securities) in making any such payment. If either the Issuer or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or and the Trustee all assets held by the Paying Agent for the payment of principal of, or and interest or premium, if any, on, such Series of Securities with respect to the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders and the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest of or premium, if any, onor interest or Liquidated Damages, such Series of Securities (whether such assets have been distributed to it by if any, on the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying AgentAgent (if other than the Company), the Paying Agent shall have no further liability for such assets. If the Company, any Subsidiary or any of their respective Affiliates acts as Paying Agent, it shall, on or before each due date of the principal of or interest on the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or premium, if any, or, interest or Liquidated Damages, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuers (or any other obligor on such Series of the Securities) in making any such payment. If either the Issuers or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shallshall agree, and the Company shall require each Paying Agent other than the Trustee to agree agree, in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, premium (if any, ) on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities the Senior Subordinated Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Senior Subordinated Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securitiesthe Senior Subordinated Notes) in making any such payment. If the Company or its Subsidiary or Affiliate acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company (or other obligor or guarantor on the Senior Subordinated Notes) to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article Four and Article Twelve, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund, subject to Article Four and Article Twelve. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets and/or Secondary Securities held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets and/or Secondary Securities held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets and/or Secondary Securities held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets and/or Secondary Securities that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assetsassets and/or Secondary Securities.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Payment Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article X, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuers (or any other obligor on such Series of the Securities) in making any such payment. If either of the Issuers or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of and interest on the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, distributed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article X, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuer (or any other obligor on such Series of the Securities) in making any such payment. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying AgentAgent (if other than the Company), the Paying Agent shall have no further liability for such assets. If the Company or any Subsidiary acts as Paying Agent, it shall, on or before each due date of the principal of or interest on the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, premium, if any, or interest or premiumand Additional Interest, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall promptly notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Issuers or a Subsidiary of the Issuers acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shallWith respect to a series of Securities, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, of or interest or premium, if any, on, on such Series series of Securities (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuers (or any other obligor on such Series series of Securities) in making any such payment. If either Issuer or any Subsidiary thereof acts as Paying Agent for any series of Securities, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee for such series of Securities. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the a Paying Agent, the such Paying Agent (if other than either of the Issuers) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if anyany or interest, on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of Securitiesthe Notes), and the Company Issuer and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuer (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. If the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all assets held by it as Paying Agent. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent (if other than the Issuer) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. Not later than 11:00 a.m., New York City time, on each due date of any principal of or premium or interest on any Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, or interest. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, premium (if any, ) on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment; provided, however, that to the extent any such funds are received by the Paying Agent from the Company after 11:00 a.m., New York time, on such due date, such funds will be distributed to such Persons within one Business Day of receipt thereof. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee Except as otherwise provided herein, prior to or on each due date of payments in respect of any Note, the Company shall deposit with the Paying Agent shallcash or, and if expressly permitted by the terms hereof, securities sufficient to make such payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that each the Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities Noteholders or the Trustee all assets held by the Paying Agent for the payment making of principal ofpayments in respect of the Notes and shall notify the Trustee, or interest or premiumin writing, if any, on, such Series of Securities (whether such assets have been distributed to it any default by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all assets so held in trust. If the Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall segregate the assets held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute pay all assets held by it to the Trustee and to account for any assets distributeddisbursed by it. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agentdoing so, the Paying Agent shall have no further liability for such assetsthe money and securities.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, premium, if any, or interest or premiumand Additional Interest, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall promptly notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent (if other than the Issuer) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall promptly notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee (or if the Company or any of its Subsidiaries is acting as Paying Agent, segregate and hold in trust for the benefit of the Holders or the Trustee) all assets held by the Paying Agent for the payment of principal of, or interest of or premium, if any, on, such Series of Securities or interest on the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to forthwith distribute all assets held by it to the Trustee and to account for any all assets distributedso held in trust by such Paying Agent together with a complete accounting of such sums. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or and the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, oninterest on or Liquidated Damages with respect to, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders and the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or and the Trustee all assets held by the Paying Agent for the payment of principal ofprincipal, or premium, interest or premiumLiquidated Damages, if any, onwith respect to, such Series of Securities the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders and the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Holdings shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) Holdings in making any such payment. The Company Holdings at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Holdings to the Paying AgentAgent (if other than Holdings), the Paying Agent shall have no further liability for such assets. If Holdings or any of its Affiliates acts as Paying Agent, it shall, on or before each due date of the principal of or interest on the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of its action or failure so to act.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article Four and Article Twelve, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Event of Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that that, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuer (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. If Issuer or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article Ten and Article Twelve, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article Four, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund, subject to Article Four. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities)Notes, and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying AgentAgent (if other than the Company), the Paying Agent shall have no further liability for such assets. If the Company or any of their Affiliates acts as Paying Agent, it shall, on or before each due date of the principal of or interest on the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal Accreted Value of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuer (or any other obligor on such Series of the Securities) in making any such payment. If either the Issuer or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article IV and Article XII, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee (or if the Company is acting as Paying Agent, segregate and hold in trust for the benefit of the Holders or the Trustee) all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities or interest on Notes (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to forthwith distribute all assets held by it to the Trustee and to account for any all assets distributedso held in trust by such Paying Agent together with a complete accounting of such sums. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) Issuers in making any such payment. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying AgentAgent (if other than either of the Issuers or a Subsidiary), the Paying Agent shall have no further liability for such assets. If either of the Issuers, any Subsidiary or any of their respective Affiliates acts as Paying Agent, it shall, on or before each due date of the principal of or interest on the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, oninterest on or Liquidated Damages, such Series of if any, with respect to, the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall promptly notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying AgentAgent (if other than the Company), the Paying Agent shall have no further liability for such assets. If the Company or any of its Affiliates acts as Paying Agent, it shall, on or before each due date of the principal of or interest on the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of its action or failure so to act.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee (or if Parent or any of its Subsidiaries is acting as Paying Agent, segregate and hold in trust for the benefit of the Holders or the Trustee) all assets held by the Paying Agent for the payment of principal of, or interest of or premium, if any, on, such Series of Securities or interest on the Notes (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to forthwith distribute all assets held by it to the Trustee and to account for any all assets distributedso held in trust by such Paying Agent together with a complete accounting of such sums. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Articles Ten and Eleven hereof, each Paying Agent shall, shall hold in trust 44 -36- for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default default by the Company (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. If the Company or an Affiliate acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and to account for any assets disbursed, and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assetsassets delivered to the Trustee.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article Ten, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuers (or any other obligor on such Series of the Securities) in making any such payment. If either of the Issuers or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest (or Registration Default Damages, if any, or Additional Amounts, if any) on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall promptly notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Issuers or a Subsidiary of the Issuers acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or of (and premium, if any) and interest, onif any, on such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the such Paying Agent for the payment of principal of, or interest or premium, if any, or interest (or Liquidated Damages, if any) on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of Securities the Debentures (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Debentures), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shallWith respect to a series of Securities, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, of or interest or premium, if any, on, on such Series series of Securities (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series series of Securities), and the Company and the Paying Agent shall promptly notify the Trustee in writing of any Default by the Company Issuers (or any other obligor on such Series series of Securities) in making any such payment. If either Issuer or any Subsidiary thereof acts as Paying Agent for any series of Securities, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee for such series of Securities. The Company Issuers at any time may require a the Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a the Paying Agent, require such the Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent (if other than either of the Issuers) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article Four and Article Twelve, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it 45 -36- shall segregate such assets and hold them as a separate trust fund, subject to Article Four and Article Twelve. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee or Holdings or any Subsidiary of Holdings to agree in writing that that, subject to Article Ten and Section 11.02, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, premium or interest or premiumSpecial Interest, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuer (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent (if other than Holdings or a Subsidiary of Holdings) shall have no further liability for such assets. If Holdings or a Subsidiary of Holdings acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee 12 all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of Securities the Debentures (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Debentures), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium(and Liquidated Damages, if any, ) on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuers (or any other obligor on such Series of the Securities) in making any such payment. If either Issuer or any Subsidiary thereof acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent (if other than either of the Issuers) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, oninterest on or Liquidated Damages, such Series of if any, with respect to, the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall, on or prior to the due date for any such payment, segregate such assets and hold them as a separate trust fund for the benefit of the Holders. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.. Table of Contents

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default default by the Company (or any other obligor on such Series of Securitiesthe Notes) in making any such payment; provided,however, that this Section 2.04 shall not impose any fiduciary or other duties upon such agent in respect of the Holders. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDe-fault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying AgentAgent and the completion of any accounting required to be made here-under, the Paying Agent shall have no further liability for such assets. None of the Company or any of its Subsidiaries may act as Paying Agent.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or premium, if any, interest or premiumand Liquidated Damages, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Event, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the such Paying Agent for the payment of principal of, or interest or premium, if any, or interest (or Liquidated Damages, if any) on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of or interest on the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest (or Liquidated Damages, if any, or Additional Amounts, if any) on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shallshall subject to Article XII of this Indenture, hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, oninterest on or Liquidated Damages with respect to, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Articles Four, Ten and Article Twelve, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of Securitiesdefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee or the Company or any Subsidiary of the Company to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, premium or interest or premiumAdditional Interest, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for such assets. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuer (or any other obligor on such Series of the Securities) in making any such payment. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee (or if the Company is acting as Paying Agent, segregate and hold in trust for the benefit of the Holders or the Trustee) all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities or interest on Notes (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault in payment, upon written request to a Paying Agent, require such Paying Agent to forthwith distribute all assets held by it to the Trustee and to account for any all assets distributedso held in trust by such Paying Agent together with a complete accounting of such sums. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities or interest (including Additional Interest) on Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If the Company or a Wholly Owned Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of Securitiesdefault, upon written request to a Paying Agent, require such Paying Agent to forthwith distribute all assets held by it to the Trustee and to account for any all assets distributedso held in trust by such Paying Agent together with a complete accounting of such sums. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article IV, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article IV, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund, subject to Article IV. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium(and Liquidated Damages, if any, ) on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuer (or any other obligor on such Series of the Securities) in making any such payment. If either the Issuer or any Subsidiary thereof acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent (if other than the Issuer) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, subject to Article Four and Article Twelve, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee or the Issuer or any Subsidiary of the Issuer to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal Accreted Value of, premium or interest or premiumSpecial Interest, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuer (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for such assets. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent To Hold Assets in Trust. Not later than 11:00 a.m., New York City time, on each due date of any principal of or premium or interest on any Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, or interest. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, premium (if any, ) on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series a series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, the Securities of such Series of Securities series (whether such assets have been distributed to it by the Company Issuer or any other obligor on the Securities of such Series of Securitiesseries), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuer (or any other obligor on the Securities of such Series of Securitiesseries) in making any such payment. If either the Issuer or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that that, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company Issuer or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company Issuer (or any other obligor on such Series of the Securities) in making any such payment. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company ------------------------------------- shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets and/or Secondary Securities held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets and/or Secondary Securities held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets and/or Secondary Securities held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets and/or Secondary Securities that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assetsassets and/or Secondary Securities.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, premium, if any, or interest or premiumLiquidated Damages, if any, on, such Series of the Securities (whether such assets 30 39 have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to Default or any Series Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that that, each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default or Event of Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If either the Company or a Subsidiary acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series Default or payment Event of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee or the Company or any Subsidiary of the Company to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, premium or interest or premiumSpecial Interest, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company an Issuer or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuers (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for such assets. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to an Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium(and Liquidated Damages, if any, ) on, such Series of the Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of the Securities) in making any such payment. If the Company or any Subsidiary thereof acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company, any other obligor on such Series of Securities or the Trustee) shall have no further liability for such assets. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Securities.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, of or interest or premium, if any, on, such Series on a series of the Securities (whether such assets have been distributed to it by the Company Issuers or any other obligor on such Series series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Issuers (or any other obligor on such Series series of Securities) in making any such payment. If either Issuer or any Subsidiary thereof acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee for such series of Securities. The Company Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Issuers to the Paying Agent, the Paying Agent (if other than either of the Issuers) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company Co-Issuers shall require each Paying Agent other than the Trustee or the Company or any Subsidiary of the Company to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest of or premium, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company Co-Issuers or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company Co-Issuers (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. The Company Co-Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company Co-Issuers to the Paying Agent, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for such assets. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Co-Issuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or and premium, if any, interest and Liquidated Damages on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. If either of the Company, Astor Holdings II or a Subsidiary of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of the Securities (whether such assets have been distributed to it by the Company Company, any Guarantor or any other obligor on such Series of the Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company or any Guarantor (or any other obligor on such Series of the Securities) in making any such payment. If the Company or any Affiliate of the Company acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesPayment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.

Paying Agent To Hold Assets in Trust. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each such Paying Agent shall, shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, or interest on, such Series of Securities the Notes (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securitiesthe Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of Securitiesthe Notes) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, disbursed and the Trustee may, may at any time during the continuance of any payment default with respect to any Series of SecuritiesDefault, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. If the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all assets held by it as Paying Agent. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if other than the Company) shall have no further liability for such assets.