Common use of Paying Agents Clause in Contracts

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; (4) that upon any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, the Trustee will automatically be the Paying Agent; and (45) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money. (d) The Company initially appoints the Trustee at its Corporate Trust Office as its paying agent with respect to the Securities.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, , (i1) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and and (ii2) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and an premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a1) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1a) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2b) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3c) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4d) that it will perform all other duties of paying agent as set forth in this Indenture. (b2) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c3) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Company shall be the initial paying agent. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0511.5, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents Paying Agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4) that it will perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the Securities, it will on or before each due date of the principal of (of, and premium, if any) , or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (principal, and premium, if any) , or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securities, it will, prior to each due date of the principal of (of, and premium, if any) , or interest on any Securities of that series, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (principal, and premium, if any) , or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money. (d) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, any money or Government Obligations deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company at its option at the request of the Company, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i1) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii2) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any premium or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any premium or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) any premium or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) any premium or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) any premium or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) any premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Trustee shall be the initial Paying Agent. If the Company shall appoint one or more paying agents Paying Agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4iv) that it will shall perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 4.3: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any premium or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any premium or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will shall on or before each due date of the principal of (and premium, if any) any premium or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto thereto, a sum sufficient to pay such principal (and premium, if any) any premium or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) any premium or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) any premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 4.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, 11.5 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company shall appoint one or more paying agents for all or any series of the Securities, a Paying Agent other than the TrusteeTrustee with respect to the Securities of any Series, the Company it will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 4.06: (1a) that it will hold all sums held received by it as such agent Paying Agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series such Series (whether such sums have been paid to it by the Company or by any Guarantor or other obligor on the Securities of such SecuritiesSeries) in trust for the benefit of the Persons entitled thereto;Holders of the Securities of such Series or of the Trustee, and upon the occurrence of an Event of Default and upon the written request of the Trustee, pay over all such sums received by it to the Trustee, (2b) that it will give the Trustee notice of any failure by the Company (or by any Guarantor or other obligor on the Securities of such SecuritiesSeries) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series such Series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4c) that it will perform all other duties give the Trustee notice of paying agent as set forth in this Indenture. any change of address of any Holder of which it is aware. The Company will, on or prior to each due date of the principal of or interest on the Securities of such Series, deposit with the Paying Agent a sum sufficient to pay such principal or interest so becoming due, and (bunless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action. If the Company shall act as its own paying agent Paying Agent with respect to the Securities of any series of the SecuritiesSeries, it will will, on or before each due date of the principal of (and premium, if any) or interest on the Securities of that seriessuch Series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of the Securities of such Series a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the . The Company will promptly notify the Trustee of this action or any failure so to act. (c) Notwithstanding anything take such action. Anything in this Section 4.06 to the contrarycontrary notwithstanding, (i) the Company may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all Series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such Series by the Company or any Paying Agent hereunder, as required by this Section 4.06, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section 4.06 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.06 is subject to the provisions of Section 11.05, Sections 8.05 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money8.06.

Paying Agents. (a) The Company shall be the initial Paying Agent. If the Company shall appoint one or more paying agents Paying Agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4iv) that it will shall perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 4.03: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; (4) that upon any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, the Trustee will automatically be the Paying Agent; and (45) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 4.03 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 4.03 is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money. (d) The Company initially appoints the Trustee at its Corporate Trust Office as its paying agent with respect to the Securities.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a) (2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 4.3: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any premium or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any premium or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will shall on or before each due date of the principal of (and premium, if any) any premium or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto thereto, a sum sufficient to pay such principal (and premium, if any) any premium or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) any premium or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) any premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 4.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, 11.5 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon . Upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee prompt written notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Trustee shall be the initial paying agent. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the SecuritiesNotes, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 4.06: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Notes (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesNotes) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Notes when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesNotes, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesthe Notes, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Notes until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company The Trustee shall have one no liability or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust responsibility for the benefit action or inaction of the Persons entitled to such principal, premium or interest, and any Paying Agent (unless such paying agent that is not the Trustee) the Company will promptly notify the Trustee of this action or failure so to act). (c) Notwithstanding anything in this Section 4.06 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 4.06 is subject to the provisions of Section 11.053.02 and Section 3.03, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents Paying Agents for all or any series of the SecuritiesNotes, other than the Trustee, the Company will shall cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 4.06: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Notes (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesNotes) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee written notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Notes when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4iv) that it will shall perform all other duties of paying agent a Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the SecuritiesNotes, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesthe Notes, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Notes until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee in writing of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company The Trustee shall have one no liability or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust responsibility for the benefit action or inaction of the Persons entitled to such principal, premium or interest, and any Paying Agent (unless such paying agent that is not the Trustee) the Company will promptly notify the Trustee of this action or failure so to act). (c) Notwithstanding anything in this Section 4.06 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 4.06 is subject to the provisions of Section 11.05, 3.02 and Section 3.03 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Company shall be the initial paying agent. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 6.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 6.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 6.3 is subject to the provisions of Section 11.05, 14.3 and 14.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) . that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) . that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) . that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) . that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the SecuritiesJunior Subordinated Debentures, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Junior Subordinated Debentures (whether such sums have been paid to it by the Company or by any other obligor of such Securitiesobligor) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securitiesobligor) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Junior Subordinated Debentures when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesJunior Subordinated Debentures, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesJunior Subordinated Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securitiesobligor) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Junior Subordinated Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesthe Junior Subordinated Debentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0513.5, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Trustee shall act as the Paying Agent. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4iv) that it will shall perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) . Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents Paying Agents for all or any series of the Securities, other than the TrusteeTrustee or the initial Paying Agent, the Company will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4) that it will perform all other duties of paying agent Paying Agent as set forth in this Indenture. The Company initially appoints U.S. Bank National Association as Paying Agent. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the Securities, it will on or before each due date of the principal of (of, and premium, if any) , or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (principal, and premium, if any) , or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (of, and premium, if any) , or interest on any Securities of that series, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (principal, and premium, if any) , or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money. (d) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01 and subject to applicable law, any money or Governmental Obligations deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company at its option at the request of the Company, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. (e) Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Securities.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If A Paying Agent appointed in writing by the Company Shipowner shall appoint one or more paying agents for all or any series of enter into a contract with the Securities, other than the Indenture Trustee, agreeing that the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionPaying Agent will: (1) that it will hold in trust all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust Obligations for the benefit of the Persons entitled theretoHolders of such Obligations, and for the benefit of the Indenture Trustee; (2) that it will forthwith give written notice to a Responsible Officer in the Trustee notice Corporate Trust Office signed by a Responsible Officer of the Paying Agent of (A) any failure payment by the Company (or by any other obligor of such Securities) to make any payment Shipowner of the principal of (and premium, if any) or interest on Obligations, specifying the Securities amount paid, segregated as to principal (premium, if any) and interest, and identifying each Obligation on which any payment was made by number, date, series, Stated Maturity and the name of that series the Obligee, and (B) any failure of the Shipowner to make any such payment when the same shall be due and payable;; and (3) that promptly, and in no event later than ten days after any payment made by it willhereunder, at any time during the continuance of any failure referred give written notice to a Responsible Officer in the preceding paragraph Corporate Trust Office of all payments of Obligations made by it, including and identifying all endorsements of payment made on Obligations by it, signed and containing the specified information as provided in subparagraph (a)(22) above, upon the written request of the Trustee, forthwith pay and deliver for cancellation to the Indenture Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this IndentureObligations surrendered to the Paying Agent. (b) If the Company shall act as its own paying agent with respect The Shipowner may at any time cause to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agentany Paying Agent pursuant to this Section, such sums to be held by the Indenture Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such moneytrusts.

Paying Agents. (a) If the Company Corporation shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will Corporation shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company Corporation or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee prompt written notice of any failure by the Company Corporation (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company Corporation shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company Corporation shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will Corporation shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company Corporation or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company Corporation or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Company hereby appoints UMB Bank, N.A. as the initial paying agent for ▇▇▇▇▇ (the “Paying Agent”); provided if the Depository so elects and notifies the Paying Agent in writing, the Company may make payments directly to the Depositary (and not through the Paying Agent). If the Company shall appoint one or more paying agents Paying Agent for all or any series of the SecuritiesBonds, other than the Trustee, the Company will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeagree, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Bonds (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesBonds) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesBonds) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Bonds when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesBonds, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesBonds, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesBonds) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesagents, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesinterest, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, , (i1) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and and (ii2) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; (4) that upon any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, the Trustee will automatically be the paying agent; and (45) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money. (d) The Company initially appoints the Trustee at its Corporate Trust Office as its paying agent with respect to the Securities.

Paying Agents. (a) If the Company shall appoint one or more paying agents Paying Agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4) that it will perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the Securities, it will on or before each due date of the principal of (of, and premium, if any) , or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (principal, and premium, if any) , or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securities, it will, prior to each due date of the principal of (of, and premium, if any) , or interest on any Securities of that series, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (principal, and premium, if any) , or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one or more paying agents for all or any series of the Securities, a Paying Agent other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent Paying Agent for the payment of the principal of (of, and premium, if any) or interest on , and interest, if any, on, the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;Holders of the Securities of such series, or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and of, or premium, if any) , or interest on interest, if any, on, the Securities of that such series when the same shall be due and payable;, and (3c) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) abovesuch failure, upon the written request of the Trustee, Trustee it will forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) Paying Agent. If the Company Issuer shall act as its own paying agent Paying Agent with respect to the Securities of any series of the Securitiesseries, it will will, on or before each due date of the principal of (and of, or premium, if any) , or interest on interest, if any, on, the Securities of that such series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of the Securities of such series a sum sufficient to pay such principal (and principal, premium, if any) , or interest interest, if any, so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and due. The Issuer will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company Issuer shall have one or more paying agents for Paying Agents with respect to the Securities of any series of Securitiesseries, it will, on or prior to each the due date of the principal of (and of, or premium, if any) , or interest on any interest, if any, on, the Securities of that such series, deposit with the paying agent a designated Paying Agent for such series a sum sufficient to pay the principal (and principal, premium, if any) , or interest interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons persons entitled to such principal, premium premium, if any, or interest, if any, and (unless such paying agent Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee at its Corporate Trust Office of this action or its failure so to act. (c) Notwithstanding anything . Anything in this Section to the contrarycontrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company Issuer may at any time, for the purpose of obtaining the a satisfaction and discharge with respect to one or more or all series of this Indenture Securities hereunder, or for any other purposereason, pay, pay or direct any paying agent cause to pay, be paid to the Trustee all sums held in trust for any such series by the Company Issuer or such paying agentany Paying Agent hereunder, as required by this Section, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such moneytrusts herein contained.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one or more a paying agents for all or any series of the Securities, agent other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled theretoHolders of the Securities of such series or of the Trustee; (2b) that it will give the Trustee written notice of any failure by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premium, if any) or interest on the Securities of that such series when the same shall be due and payable;; and (3c) that it will, will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of any the failure referred to in the preceding paragraph foregoing clause (a)(2) aboveb). The Issuer will, upon the written request on or prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee, forthwith pay to ) the Issuer will promptly notify the Trustee all sums so held in trust by of any failure to take such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) action. If the Company Issuer shall act as its own paying agent with respect to the Securities of any series of the Securitiesseries, it will will, on or before each due date of the principal of (and premium, if any) or interest on the Securities of that such series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of the Securities of such series a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and due. The Issuer will promptly notify the Trustee in writing of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything Anything in this Section to the contrarycontrary notwithstanding, (i) but subject to Section 10.1, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, Sections 10.3 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money10.4.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto;such (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a) (2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents Paying Agents for all or any series of the Securities, other than the TrusteeTrustee or the initial Paying Agent, the Company will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4) that it will perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the Securities, it will on or before each due date of the principal of (of, and premium, if any) , or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (principal, and premium, if any) , or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (of, and premium, if any) , or interest on any Securities of that series, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (principal, and premium, if any) , or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money. (d) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, any money or Government Obligations deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company at its option upon the delivery of a Company Request, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. (e) Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Securities.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge or defeasance of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents Paying Agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) , or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled theretothereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) , or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4) that it will perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the Securities, it will on or before each due date of the principal of (of, and premium, if any) , or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (principal, and premium, if any) , or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securities, it will, prior to each due date of the principal of (of, and premium, if any) , or interest on any Securities of that series, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (principal, and premium, if any) , or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium premium, if any, or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0511.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money. (d) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, any money or Government Obligations deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company at its option at the request of the Company, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one a paying agent or more paying agents for all or any series of the Securities, other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which each such paying agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided, (2b) that it will give the Trustee notice of any failure default by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series when the same shall be due and payable;, and (3c) that it willthat, at any time during the continuance of any failure such default referred to in the preceding paragraph clause (a)(2b) above, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company Issuer shall have one or more paying agents for with respect to Securities of any series of Securitiesseries, it will, prior to each due date of the principal of (and premiumor interest, if any) or interest , on any the Securities of that such series, deposit with the a designated paying agent a sum sufficient to pay the such principal (and premiumor interest, if any) or interest , so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, if any, and (unless such paying agent is the Trustee) the Company Issuer will promptly notify the Trustee of this action any failure to take such action. If the Issuer shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest, if any, on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Persons entitled to such principal and interest, if any, a sum sufficient to pay such principal or interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Issuer will promptly notify the Trustee of any failure so to act. (c) Notwithstanding anything take such action. Anything in this Section to the contrarycontrary notwithstanding, (i) the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, Sections 9.3 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money9.4.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0510.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one or more a paying agents for all or any series of the Securities, agent other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;holders of the Securities of such series or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premium, if any) or interest on the Securities of that such series when the same shall be due and payable;, and (3c) that it will, will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of any the failure referred to in the preceding paragraph (a)(2clause 3.04(b) above. The Issuer will, upon on the written request Business Day prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum in immediately available funds sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee, forthwith pay to ) the Issuer will promptly notify the Trustee all sums so held in trust by of any failure to take such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) action. If the Company Issuer shall act as its own paying agent with respect to the Securities of any series of the SecuritiesSeries, it will will, on or before each due date of the principal of (and premium, if any) or interest on the Securities of that such series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto holders of the Securities of such series a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and due. The Issuer will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever Anything in this section to the Company shall have contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more paying agents or all series of Securities hereunder, or for any series of Securitiesother reason, it will, prior to each due date of the principal of (and premium, if any) pay or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum cause to be paid to the Trustee all sums held in trust for any such series by the benefit of the Persons entitled to such principal, premium Issuer or interest, and (unless such any paying agent is the Trustee) the Company will promptly notify hereunder, as required by this Section, such sums to be held by the Trustee of this action or failure so to act. (c) Notwithstanding anything upon the trusts herein contained. Anything in this Section section to the contrarycontrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section section is subject to the provisions of Section 11.05Sections 9.03 and 9.04. For the avoidance of doubt, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent hereunder shall comply with applicable backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations promulgated thereunder with respect to paypayments made under the Securities of any series (including, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trusteeextent required, the Company or such paying agent shall be released from all further liability with respect to such moneycollection of Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096).

Paying Agents. (a) The Property Trustee shall act as the Paying Agent. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Property Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4iv) that it will shall perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the SecuritiesJunior Subordinated Debentures, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Junior Subordinated Debentures (whether such sums have been paid to it by the Company or by any other obligor of such Securitiesobligor) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securitiesobligor) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Junior Subordinated Debentures when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesJunior Subordinated Debentures, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesJunior Subordinated Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securitiesobligor) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Junior Subordinated Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesthe Junior Subordinated Debentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0513.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Debt Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Debt Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Debt Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Debt Securities) to make any payment of the principal of (and premium, if any) or interest on the Debt Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debt Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Debt Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Debt Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Debt Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Debt Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Debt Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0511.5, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If The Company hereby appoints itself as the initial paying agent (the “Paying Agent”). The Company, as initial paying agent, shall do the following and if the Company shall appoint one or more a successive paying agents agent for all or any series of the SecuritiesBonds, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Bonds (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesBonds) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesBonds) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Bonds when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesBonds, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesBonds, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesBonds) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesagents, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, , (i1) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and and (ii2) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0511.5, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Company hereby appoints the Trustee as the initial paying agent (the “Paying Agent”). If the Company shall appoint one or more paying agents for all or any series of the SecuritiesBonds, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Bonds (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesBonds) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesBonds) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Bonds when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesBonds, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesBonds, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesBonds) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesagents, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, , (i1) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and and (ii2) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company shall appoint one or more any paying agents for all or any series of the Securities, agent other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, that it will: (1a) that comply with the provisions of the Trust Indenture Act applicable to it will as a paying agent; (b) hold all sums held by it as such paying agent for the payment of the principal of or interest (and premiumincluding additional amounts payable under Section 3.1(b)), if any) or interest , on the such Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons Holders of the Securities entitled thereto, or for the benefit of the Trustee, as the case may be, until such sums in cash shall be paid out to such Holders or otherwise as herein provided; (2c) that it will give the Trustee notice (pursuant to Section 1.5) of any failure by the Company in the making of any deposit with such paying agent or for the payment of principal of or interest (or including additional amounts payable under Section 3.1(b)), if any, on such Securities which shall have become payable and of any default by any other obligor of such Securities) to make the Company in making any payment of the principal of (and premiumor interest, if any) or interest , on the such Securities of that series when the same shall be due and payable;; and (3d) that it will, at any time during the continuance of any such failure referred to set forth in the preceding paragraph clause (a)(2c) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the . The Company shall act as its own paying agent with respect to any series of the Securitieswill, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any the Securities of that such series, deposit with the paying agent a sum sufficient to pay the such principal (and premiumor interest, if any) or interest , so becoming due, such sum to be held as provided in trust for the benefit of the Persons entitled to such principal, premium or interestTrust Indenture Act, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action any failure to take such action. If the Company shall act as paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest, if any, on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Company will promptly notify the Trustee of any failure so to act. (c) Notwithstanding anything take such action. Anything in this Section to the contrarycontrary notwithstanding, (i) the agreement Company may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Company or any paying agent hereunder, as required by this Section 3.4, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the requirement of the Trust Indenture Act that paying agents hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, Sections 10.4 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money10.5.

Paying Agents. (a) The Trustee shall be the initial Paying Agent. If the Company shall appoint one or more paying agents (“Paying Agents”) for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4iv) that it will shall perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.0513.3, 13.4, and 13.5; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Company shall be the initial paying agent. If the Company shall appoint one or more paying agents for all or the Debentures of any series of the Securitiesseries, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 3.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities Debentures of that such series (whether such sums have been paid to it by the Company or by any other obligor of the Debentures of such Securitiesseries) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor on the Debentures of such Securitiesseries) to make any payment of the principal of (and premium, if any) or interest on the Securities Debentures of that such series when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to the Debentures of any series of the Securitiesseries, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities the Debentures of that such series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities the Debentures of that such series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on the Debentures of such Securitiesseries) to take such action. Whenever the Company shall have one or more paying agents for any series the Debentures of Securitiessuch series, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities Debentures of that such series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 3.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 3.3 is subject to the provisions of Section 11.05, 10.3 and 10.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge with respect to one or more or all of this Indenture the series of Debentures hereunder or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust for any such series by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one a paying agent or more paying agents for all or any series of the Securities, other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which each such paying agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided, (2b) that it will give the Trustee notice of any failure default by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series when the same shall be due and payable;, and (3c) that it willthat, at any time during the continuance of any failure such default referred to in the preceding paragraph clause (a)(2b) above, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company Issuer shall have one or more paying agents for with respect to Securities of any series of Securitiesseries, it will, prior to each due date of the principal of (and premiumor interest, if any) or interest , on any the Securities of that such series, deposit with the a designated paying agent a sum sufficient to pay the such principal (and premiumor interest, if any) or interest , so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, if any, and (unless such paying agent is the Trustee) the Company Issuer will promptly notify the Trustee of this action any failure to take such action. If the Issuer shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest, if any, on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Persons entitled to such principal and interest, if any, a sum sufficient to pay such principal or interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Issuer will promptly notify the Trustee of any failure so to act. (c) Notwithstanding anything take such action. Anything in this Section to the contrarycontrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company Issuer may at any time, for the purpose of obtaining the a satisfaction and discharge with respect to one or more or all series of this Indenture Securities hereunder, or for any other purposereason, pay, pay or direct any paying agent cause to pay, be paid to the Trustee all sums held in trust for any such series by the Company Issuer or such any paying agentagent hereunder, as required by this Section, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such moneytrusts herein contained.

Paying Agents. (a) If Whenever the Company Issuers shall appoint one or more a paying agents for all or any series of the Securities, agent other than the Trustee, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company Issuers or by any other obligor of such on the Securities) in trust for the benefit of the Persons entitled thereto;holders of the Securities or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company Issuers (or by any other obligor of such on the Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable;, and (3c) that it will, will pay any such sums so held in trust by it to the Trustee upon the Trustee's written request at any time during the continuance of any the failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. clause (b) above. The Issuers will, on or prior to each due date of the principal of or interest on the Securities, deposit with the paying agent a sum sufficient to pay such principal or interest, and (unless such paying agent is the Trustee) the Issuers will promptly notify the Trustee of any failure to take such action. If the Company either Issuer shall act as its own paying agent with respect to any series of the Securitiesagent, it will will, on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesthe Securities, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto holders of the Securities a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and due. The Issuers will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything Anything in this Section to the contrarycontrary notwithstanding, (i) the Issuers may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuers or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is are subject to the provisions of Section 11.05, Sections 9.3 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money9.4.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one or more paying agents for all or any series of the Securities, a Paying Agent other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section: (1a) that it will hold all sums held received by it as such agent Paying Agent for the payment of the principal of (of, and the premium, if any) or interest , and interest, if any, on the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled theretoHolders of the Securities of such series, and the Coupons, if any, appertaining thereto or of the Trustee; (2b) that it will give the Trustee notice of any failure by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and of, or the premium, if any) , or interest interest, if any, on the Securities of that such series when the same shall be due and payable;; and (3c) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) abovesuch failure, upon the written request of the Trustee, Trustee it will forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) Paying Agent. If the Company Issuer shall act as its own paying agent Paying Agent with respect to the Securities of any series of the Securitiesseries, it will will, on or before each due date of the principal of (and of, premium, if any) , or interest interest, if any, on the Securities of that seriessuch series and the Coupons, if any, appertaining thereto, set aside, segregate and hold in trust for the benefit of the Persons entitled Holders of the Securities of such series and the Coupons, if any, appertaining thereto a sum (in the currency or currency unit in which the Securities of such series are denominated, except as otherwise specified as contemplated by Section 3.1 for the Securities of such series and except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture) sufficient to pay such principal (and principal, premium, if any) , or interest interest, if any, so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and due. The Issuer will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company Issuer shall have one or more paying agents for Paying Agents with respect to the Securities of any series of Securitiesseries, it will, prior to each the due date of the principal of (and of, premium, if any) , or interest interest, if any, on any the Securities of that seriessuch series and the Coupons, if any, appertaining thereto, deposit with the paying agent a designated Paying Agent a sum (in the currency or currency unit described in the preceding paragraph) sufficient to pay the principal (and principal, premium, if any) , or interest interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium premium, if any, or interest, if any, and (unless such paying agent Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee at its Corporate Trust Office of this action or its failure so to act. (c) Notwithstanding anything . Anything in this Section to the contrarycontrary notwithstanding, (i) the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any Paying Agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, Sections 12.4 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money12.5.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act.to (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Company hereby appoints the UMB Bank, n.a. as the initial paying agent. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesBonds, other than the TrusteeTrustee , the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeagree, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Bonds (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesBonds) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesBonds) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Bonds when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesBonds, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesBonds, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesBonds) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesagents, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesinterest, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, , (i1) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and and (ii2) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Trustee shall be the initial paying agent. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.0513.3, 13.4, and 13.5; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If The Trustee shall be the Company principal paying agent for the Securities. Whenever the Issuer shall appoint one or more a paying agents for all or any series of the Securities, agent other than the Trustee, the Company will it shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal or Change of (and premiumControl purchase price of, if any) or premium or interest on on, the Securities of that series (whether such sums have been paid to it by the Company Issuer or by any other obligor of such on the Securities) in trust for the benefit of the Persons entitled thereto;Holders of the Securities or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company Issuer (or by any other obligor of such on the Securities) to make any payment of the principal or Change of (and premiumControl purchase price of, if any) or premium or interest on on, the Securities of that series when the same shall be due and payable;payable and (3c) that pay any such sums so held in trust by it will, to the Trustee upon the Trustee's written request at any time during the continuance of any the failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. clause (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such actionabove. Whenever the Company shall have one or more paying agents for any series of Securities, it willThe Issuer shall, prior to each due date of the principal or Change of (Control purchase price of, and premium, if any) , or interest on any Securities of that seriesthe Securities, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, Change of Control purchase price, premium or interest, and (unless such paying agent is the Trustee) the Company will Issuer shall promptly notify the Trustee of any failure to take such action. Anything in this action Section 3.4 to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining satisfaction and discharge of this Indenture or failure so for any other reason, pay or cause to act. (c) Notwithstanding anything be paid to the Trustee all sums held in trust by any paying agent hereunder, as required by this Section 3.4, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrarycontrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section 3.4 is subject to the provisions of Section 11.05, 9.3 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such moneySection 9.1 hereof.

Paying Agents. (a) If the Company shall appoint one or more paying agents Paying Agents for all or any series of the Securities, other than the TrusteeTrustee or the initial Paying Agent, the Company will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, Trustee subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4) that it will perform all other duties of paying agent Paying Agent as set forth in this Indenture. The Company initially appoints the Trustee as Paying Agent. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the Securities, it will on or before each due date of the principal of (of, and premium, if any) , or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (principal, and premium, if any) , or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (of, and premium, if any) , or interest on any Securities of that series, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (principal, and premium, if any) , or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money. (d) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01 and subject to applicable law, any money or Governmental Obligations deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company at its option at the request of the Company, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. (e) Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Securities.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one or more a paying agents for all or any series of the Securities, agent other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;Holders of the Securities of such series or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premium, if any) or interest on the Securities of that such series when the same shall be due and payable;, (3c) that it will, will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of any the failure referred to in the preceding paragraph (a)(2Section 3.03(b) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4d) that it will perform all other duties of paying agent as set forth in the Indenture. Anything in this Indenture. (b) If section to the Company shall act as its own paying agent contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to any one or more or all series of the SecuritiesSecurities hereunder, it will on or before each due date of the principal of (and premiumfor any other reason, if any) pay or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient cause to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be all sums held in trust for any such series by the benefit of the Persons entitled to such principal, premium Issuer or interest, and (unless such any paying agent is the Trustee) the Company will promptly notify hereunder, as required by this Section, such sums to be held by the Trustee of this action or failure so to act. (c) Notwithstanding anything upon the trusts herein contained. Anything in this Section section to the contrarycontrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section section is subject to the provisions of Section 11.05, 9.05 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such moneySection 9.06.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: : (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; ; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; ; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and an premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company shall appoint one or more paying agents for all or any series of the Securities, a Paying Agent other than the TrusteeTrustee with respect to the Notes of any series, the Company it will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities Notes of that such series (whether such sums have been paid to it by the Company or by any other obligor on the Notes of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;Holders of the Notes of such series or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes of such Securitiesseries) to make any payment of the principal of (and premium, if any) or interest on the Securities Notes of that such series when the same shall be due and payable;, and (3c) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) abovesuch failure, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agent; and Paying Agent. The Company will, on or prior to each due date of the principal of or interest on the Notes of such series, deposit with the Paying Agent a sum sufficient to pay such principal or interest so becoming due, and (4unless such Paying Agent is the Trustee) that it the Company will perform all other duties promptly notify the Trustee of paying agent any failure to take such action. The Company or any Domestic Subsidiary may act as set forth in this Indenture. (b) Paying Agent. If the Company shall act as its own paying agent Paying Agent with respect to the Notes of any series of the Securitiesseries, it will will, on or before each due date of the principal of (and premium, if any) or interest on Securities the Notes of that such series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of the Notes of such series a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the . The Company will promptly notify the Trustee of any failure to take such action. Anything in this action Indenture to the contrary notwithstanding, but subject to Section 12.01, the Company may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or failure so more or all series of Notes hereunder, or for any other reason, pay or cause to act. (c) Notwithstanding anything be paid to the Trustee all sums held in trust for any such series by the Company or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrarycontrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, Sections 12.03 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money12.04.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: : (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any premium or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; ; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any premium or interest on the Securities of that series when the same shall be due and payable; ; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) any premium or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) any premium or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) any premium or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) any premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company shall appoint one or more paying agents for all or any series of the Securities, a Paying Agent other than the TrusteeTrustee with respect to the Securities of any series or Tranche thereof, the Company it will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent Paying Agent for the payment of the principal of (of, and premium, if any) or interest on , and interest, if any, on, the Securities of that such series or Tranche (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;Holders of the Securities of such series or Tranche, or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and of, or premium, if any) , or interest on interest, if any, on, the Securities of that such series or Tranche thereof when the same shall be due and payable;, and (3c) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) abovesuch failure, upon the written request of the Trustee, Trustee it will forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) Paying Agent. If the Company shall act as its own paying agent Paying Agent with respect to the Securities of any series of the Securitiesor Tranche thereof, it will will, on or before each due date of the principal of (and of, or premium, if any) , or interest on interest, if any, on, the Securities of that seriessuch series or Tranche, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of the Securities of such series or Tranche a sum sufficient to pay such principal (and principal, premium, if any) , or interest interest, if any, so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and due. The Company will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for Paying Agents with respect to the Securities of any series of Securitiesor Tranche thereof, it will, on or prior to each the due date of the principal of (and of, or premium, if any) , or interest on any interest, if any, on, the Securities of that seriessuch series or Tranche thereof, deposit with the paying agent a designated Paying Agent for such series or Tranche a sum sufficient to pay the principal (and principal, premium, if any) , or interest interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons persons entitled to such principal, premium premium, if any, or interest, if any, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee at its Corporate Trust Office of this action or its failure so to act. (c) Notwithstanding anything . Anything in this Section to the contrarycontrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the a satisfaction and discharge with respect to one or more or all series or Tranches of this Indenture Securities hereunder, or for any other purposereason, pay, pay or direct any paying agent cause to pay, be paid to the Trustee all sums held in trust for any such series by the Company or such paying agentany Paying Agent hereunder, as required by this Section, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such moneytrusts herein contained.

Paying Agents. (a1) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(21)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b2) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c3) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company Partnership shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company Partnership will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any premium or interest on the Securities of that series (whether such sums have been paid to it by the Company Partnership or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company Partnership (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any premium or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company Partnership shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) any premium or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) any premium or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company Partnership shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) any premium or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) any premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company Partnership will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0511.04, and (ii) the Company Partnership may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company Partnership or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company Partnership or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company or any Subsidiary Guarantor shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If The Trust appoints the Company Indenture Trustee as Paying Agent with respect to the Notes and the Indenture Trustee accepts such appointment. The Indenture Trustee, in its capacity as Paying Agent, agrees, and, whenever the Trust shall appoint one or more paying agents for all or any series of the Securities, a Paying Agent other than the TrusteeIndenture Trustee with respect to the Notes, the Company Trust will cause each such paying agent Paying Agent to execute and deliver to the Trust and the Indenture Trustee an instrument in which such agent Paying Agent shall agree with the Trust and the Indenture Trustee, subject to the provisions of this Section, that it will: (1i) that it will hold all sums held received by it as such agent for the payment of the principal of (and premiumof, if any) any premium or interest on on, or any Additional Amounts with respect to, the Securities of that series Notes (whether such sums have been paid to it by the Company Funding Agreement Provider, the Trust or by any other obligor of such Securitieson the Notes) in trust for the benefit of each Holder of the Persons entitled theretoNotes and will (and will cause each of its agents and Affiliates to) deposit all cash amounts received by it (or such agents or Affiliates, as applicable) that are derived from the Collateral for the benefit of the Holders of Notes in a segregated non-interest bearing account maintained or controlled by the Indenture Trustee, consistent with the rating of the Outstanding Notes; (2ii) that it will give the Indenture Trustee notice of any failure by the Company Trust (or by any other obligor of such Securitieson the Notes) to make any payment of the principal of (of, any premium and premiuminterest on, if any) or interest on any Additional Amounts with respect to, the Securities of that series Notes when the same shall be due and payable; (3iii) that pay any such sums so held in trust by it will, to the Indenture Trustee upon the Indenture Trustee's written request at any time during the continuance of any the failure referred to in clause (ii) above; (iv) in the preceding paragraph absence of the failure referred in clause (a)(2ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all any such sums so held in trust by such paying agentit in accordance with the Indenture and the terms of the Notes; and (4v) that it will comply with all agreements of Paying Agents in, and perform all other duties of paying agent as set forth in this functions and obligations imposed on Paying Agents by or pursuant to, the Indenture and a Note Certificate or Supplemental Indenture. (b) If the Company shall act as its own paying agent with respect The Trust will, at or prior to any series of the Securities, it will 9:30 a.m. (New York City time) on or before each due date of the principal of (of, any premium and premiuminterest on, if any) or interest on Securities of that seriesany Additional Amounts with respect to, set asidethe Notes, segregate and hold in trust for deposit or cause to be deposited with the benefit of the Persons entitled thereto applicable Paying Agent a sum sufficient to pay such principal (and principal, any interest or premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interestAdditional Amounts, and (unless such paying agent Paying Agent is the Indenture Trustee) the Company Trust will promptly notify the Indenture Trustee of this action or any failure so to acttake such action. (c) Notwithstanding anything Anything in this Section to the contrarycontrary notwithstanding, the Trust may at any time, for the purpose of obtaining a satisfaction and discharge of the Notes under the Indenture, pay or cause to be paid to the Indenture Trustee all sums held in trust by the Trust or any Paying Agent under the Indenture, as required by this Section, such sums to be held by the Indenture Trustee upon the terms contained in the Indenture; PROVIDED, HOWEVER, in order to obtain such satisfaction or discharge of the Notes, that such sums paid to the Indenture Trustee must be at least equal to the amounts due and owing on the Notes, including outstanding principal, premium, accrued but unpaid interest and Additional Amounts. (id) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is are subject to the provisions of Section 11.05Sections 11.3 and 11.4. (e) The applicable Paying Agent shall (i) collect all forms from Holders of Notes (or from such other Persons as are relevant) that are required to exempt payments under the Notes and/or the related Funding Agreement(s) from United States Federal income tax withholding, (ii) withhold and pay over to the Internal Revenue Service or other taxing authority with respect to payments under the Notes any amount of taxes required to be withheld by any United States Federal, state or local statute, rule or regulation and (iii) forward copies of such forms to the Trust and the Funding Agreement Provider. (f) Each Paying Agent shall forward to the Trust at least monthly a bank statement in its possession with respect to the performance of its functions and obligations with respect to any Notes. (g) The Trust shall pay the compensation of each Paying Agent at such rates as shall be agreed upon in writing by the Trust and the relevant Paying Agent from time to time and shall reimburse each Paying Agent for reasonable expenses properly incurred by such Paying Agent in connection with the performance of its duties upon receipt of such invoices as the Trust shall reasonably require. (h) Subject as provided below, each Paying Agent may at any time resign as Paying Agent by giving not less than 60 days' written notice to the Trust and the Indenture Trustee (unless the Indenture Trustee is such Paying Agent) of such intention on it part, specifying the date on which its resignation shall become effective. Except as provided below, the Trust may remove a Paying Agent by giving not less than 20 days' written notice specifying such removal and the date when it shall become effective. Any such resignation or removal shall take effect upon: (i) the appointment by the Trust of a successor Paying Agent; and (ii) the Company may at any timeacceptance of such appointment by such successor Paying Agent, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability PROVIDED that with respect to any Paying Agent who timely receives any amount with respect to any Notes and fails duly to pay any such money.amounts when due and payable in accordance with the terms of the Indenture and such Notes, any such removal will take effect immediately upon such appointment of, and acceptance thereof by, a successor Paying Agent approved by the Indenture Trustee (unless the Indenture Trustee is such Paying Agent), in which event notice of such appointment shall be given to each Holder of the Notes as soon as practicable thereafter. The Trust agrees with each Paying Agent that if, by the day falling 10 days before the expiration of any notice given pursuant to this Section 4.4(i), the Trust has not appointed a replacement Paying Agent, then the Paying Agent shall be entitled, on behalf of the Trust, to appoint in its place a reputable financial institution of good standing reasonably acceptable to the Trust and the Indenture Trustee (unless the Indenture Trustee is such Paying Agent); PROVIDED, HOWEVER, that notwithstanding the foregoing, the resignation or removal of the relevant Paying Agent shall not be effective unless, upon the expiration of the notice given pursuant to this Section

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; (4) that upon any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, the Trustee will automatically be the Paying Agent; and (45) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Company shall be the initial paying agent. If the Company shall appoint one or more paying agents for all or any series of the Debt Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such paying agent for the payment of the principal of (and premium, if any) or interest on the Debt Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Debt Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Debt Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debt Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Debt Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Debt Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Debt Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Debt Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the TrusteeCompany, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the SecuritiesJunior Subordinated Debentures, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Junior Subordinated Debentures (whether such sums have been paid to it by the Company or by any other obligor of such Securitiesobligor) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securitiesobligor) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Junior Subordinated Debentures when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesJunior Subordinated Debentures, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesJunior Subordinated Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums or property held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums or property have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums or property so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum or property sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums or property shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum or property sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum or property to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, , (i1) the agreement to hold sums or property in trust as provided in this Section is subject to the provisions of Section 11.05, and and (ii2) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums or property held in trust by the Company or such paying agent, such sums or property to be held by the Trustee upon the same terms and conditions as those upon which such sums or property were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such moneymoney or property.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:to (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company shall appoint one or more a paying agents for all or any series of the Securities, agent other than the TrusteeTrustee with respect to the Notes of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor Notes of such Securities) series in trust for the benefit of the Persons entitled theretoholders of the Notes of such series or of the Trustee; (2b) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities Notes of that such series when the same shall be due and payable;; and (3c) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) abovesuch failure, upon the written request of the Trustee, Trustee it will forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the . The Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities the Notes of that such series, deposit with the paying agent a sum sufficient to pay the such principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action any failure to take such action. If the Company shall act as its own paying agent with respect to the Notes of any series, it will, on or before each due date of the principal of or interest on the Notes of such series, set aside, segregate and hold in trust for the benefit of the holders of the Notes of such series a sum sufficient to pay such principal or interest so becoming due. The Company will promptly notify the Trustee of any failure so to act. (c) take such action. Notwithstanding anything in this Section to the contrary, (i) the Company may, at any time, for the purpose of obtaining satisfaction and discharge of one or more series of Notes, or for any other reason, pay, or cause to be paid, to the Trustee all sums held in trust by the Company or any Paying Agent, such sums to be held by the Trustee upon the same trusts and upon the same arrangement as those upon which such sums were held by the Company or such Paying Agent. Notwithstanding anything in this Section to the contrary, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money8.05.

Paying Agents. The Issuer shall cause each Paying Agent (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent initial Paying Agent appointed hereunder) to execute and deliver to it and the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 7.12: (1A) that it will hold all sums held by it as such agent for the payment of the principal of (and of, or premium, if any) , or interest on on, the Securities of that series (whether such sums have been paid to it by the Company Issuer or by any other obligor of such on the Securities) in trust for the benefit of Holders of the Persons entitled theretoSecurities or the Trustee; (2B) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) aboveEvent of Default, upon the written request of from the Trustee, forthwith pay deliver to the Trustee all sums so held in trust by such paying agentit together with a full accounting thereof; and (4C) that it will perform all other duties give the Trustee written notice within three Business Days of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series failure of the Issuer (or by any obligor on the Securities, it will on or before each due date ) in the payment of any installment of the principal of (and of, premium, if any) , or interest on on, the Securities when the same shall be due and payable. The Paying Agent and the Issuer undertake to respect and protect the confidentiality of that seriesall information acquired as a result of or pursuant to this Indenture and will not, set asidewithout the other party’s written consent, segregate and hold in trust disclose any such confidential information to a third party, unless it is required to do so by applicable law or regulation or is specifically authorized to do so under this Indenture, especially where the provision of such information is the object or part of the services to be provided by the Paying Agent. The Paying Agent will only ask for the benefit information needed to fulfill its obligations in providing the services required of such Paying Agent under this Indenture. The Issuer may, at its request, access the data relating to it and will be entitled to have it amended. The data will be kept for the period which the Paying Agent is required to keep it by law. The Issuer expressly authorizes the transfer of such data to third parties or to the head office of the Persons entitled thereto a sum sufficient Paying Agent if such transmission is required to pay allow the Paying Agent to provide its services to Issuer, provided, however, that such principal (and premium, if any) or interest so becoming due on Securities third parties must be subject to obligations substantially similar to those contained in this Indenture regarding maintenance of that series until confidentiality of such sums data. The Paying Agent shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee responsible for disclosure of such action, or confidential information by any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series third party in violation of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to actthose obligations. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a1) If the Company shall appoint one or more paying agents Paying Agents for all or any series of the Securities, other than the TrusteeTrustee or the initial Paying Agent, the Company will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, Trustee subject to the provisions of this Section: (1a) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) any or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2b) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) any or interest on the Securities of that series when the same shall be due and payable; (3c) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4d) that it will perform all other duties of paying agent Paying Agent as set forth in this Indenture. The Company initially appoints the Trustee as Paying Agent. (b2) If the Company shall act as its own paying agent Paying Agent with respect to any series of the Securities, it will on or before each due date of the principal of (of, and premium, if any) , or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (principal, and premium, if any) , or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (of, and premium, if any) , or interest on any Securities of that series, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (principal, and premium, if any) , or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c3) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money. (4) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01 and subject to applicable law, any money or Governmental Obligations deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company at its option at the request of the Company, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. (5) Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Securities.

Paying Agents. (a) The Trustee is hereby appointed as the initial paying agent for the Debentures. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall promptly send notice thereof to the Trustee and it shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company shall appoint one or more a paying agents for all or any series of the Securities, agent other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Company and the Trustee, subject to the provisions of this Section:Section 3.03, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;Holders of the Securities of such series or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premium, if any) or interest on the Securities of that such series when the same shall be due and payable;, (3c) that it will, will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of any the failure referred to in the preceding paragraph (a)(2Section 3.03(b) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4d) that it will perform all other duties of paying agent as set forth in this Indenture. (be) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything Anything in this Section 3.03 to the contrarycontrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the a satisfaction and discharge with respect to one or more or all series of this Indenture Securities hereunder, or for any other purposereason, pay, pay or direct any paying agent cause to pay, be paid to the Trustee all sums held in trust for any such series by the Company or such any paying agentagent hereunder, as required by this Section 3.03, such sums to be held by the Trustee upon the same terms trusts herein contained. Anything in this Section 3.03 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this section is subject to the provisions of Section 8.05 and conditions as those upon which such sums were held by Section 8.06. Upon any Event of Default under Section 6.01(d) or 6.01(e), the Company or such Trustee shall automatically be the paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) The Company shall be the initial Paying Agent. If the Company shall appoint one or more paying agents Paying Agents for all or any series of the SecuritiesDebentures, other than the Trustee, then the Company will shall cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4iv) that it will shall perform all other duties of paying agent Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent Paying Agent with respect to any series of the SecuritiesDebentures, then it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; Paying Agent, and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one or more a paying agents for all or any series of the Securities, agent other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that such series (whether such sums have been paid to it by the Company Issuer, the Guarantor or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled Holders of the Securities of such series, or Coupons appertaining thereto;, if any, or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company Issuer (or by the Guarantor or any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premium, if any) or interest on the Securities of that such series when the same shall be due and payable;, and (3c) that it will, will pay any such sums so held in trust by it to the Trustee upon the Trustee's written request at any time during the continuance of any the failure referred to in the preceding paragraph (a)(2clause 3.04(b) above. The Issuer or the Guarantor will, upon the written request on or prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee, forthwith pay to ) the Issuer or the Guarantor will promptly notify the Trustee all sums so held in trust by of any failure to take such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) action. If the Company Issuer shall act as its own paying agent agent, or if the Guarantor shall act as paying agent, with respect to the Securities of any series of the Securitiesseries, it will will, on or before each due date of the principal of (and premium, if any) or interest on the Securities of that such series, set aside, segregate and hold in trust for the benefit of the Persons entitled Holders of the Securities of such series or the Coupons appertaining thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons due. The Issuer or otherwise disposed of as herein provided and the Guarantor will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything Anything in this Section to the contrarycontrary notwithstanding, (i) but subject to Section 10.01, the Issuer or the Guarantor may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer, the Guarantor or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, Sections 10.03 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money10.04.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one a paying agent or more paying agents for all or any series of the Securities, other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which each such paying agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons persons entitled thereto;thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided, (2b) that it will give the Trustee written notice of any failure default by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series when the same shall be due and payable;, and (3c) that it willthat, at any time during the continuance of any failure such default referred to in the preceding paragraph clause (a)(2b) above, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company Issuer shall have one or more paying agents for with respect to Securities of any series of Securitiesseries, it will, prior to each due date of the principal of (and premiumor interest, if any) or interest , on any the Securities of that such series, deposit with the a designated paying agent a sum sufficient to pay the such principal (and premiumor interest, if any) or interest , so becoming due, such sum to be held in trust for the benefit of the Persons persons entitled to such principal, premium principal or interest, if any, and (unless such paying agent is the Trustee) the Company Issuer will promptly notify a Responsible Officer of the Trustee of this action or any failure so to act. (c) Notwithstanding anything take such action. Anything in this Section to the contrarycontrary notwithstanding, (i) the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, Sections 9.3 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money9.4.

Paying Agents. (a) The Company may appoint one or more Paying Agents for the Notes. The Company may change any Paying Agent without prior notice to any holder of the Notes. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Paying Agent, the Trustee shall, to the extent that it is capable, act as such. The Company or any of its domestic Subsidiaries may act as Paying Agent. The Company initially appoints the Trustee to act as the Paying Agent. (b) If the Company shall appoint one or more paying agents Paying Agents for all or any series of the SecuritiesNotes, other than the Trustee, the Company will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities Notes of that series (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesNotes) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesNotes) to make any payment of the principal of (and premium, if any) or interest on the Securities Notes of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agentPaying Agent; and (4) that it will perform all other duties of paying agent Paying Agent as set forth in this Indenture. (bc) If the Company shall act as its own paying agent Paying Agent with respect to any series of the SecuritiesNotes, it will on or before each due date of the principal of (and premium, if any) or interest on Securities Notes of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities Notes of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesNotes) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of SecuritiesNotes, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities Notes of that series, deposit with the paying agent Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (cd) Notwithstanding anything in this Section to the contrary, (i1) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0512.05, and (ii2) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(24.03(a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company shall appoint one or more paying agents for all or any series of the Securities, a Paying Agent other than the TrusteeTrustee with respect to the Securities of any Series, the Company it will cause each such paying agent Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trusteeagree, subject to the provisions of this Section, that: (1a) that it will hold all sums held received by it as such agent Paying Agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series such Series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such SecuritiesSeries) in trust for the benefit of the Persons entitled thereto;applicable Holders or of the Trustee, and upon the occurrence of an Event of Default with respect to such Series, pay over all such sums received by it to the Trustee, (2b) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such SecuritiesSeries) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series such Series when the same shall be due and payable;, and (3c) that it will give the Registrar notice of any change of address of any Holder of which it is aware. The Company will, on or prior to each due date of the principal of or interest on the Securities of such Series, deposit with the Paying Agent a sum sufficient to pay such principal or interest so becoming due, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action. If the Company or any Guarantor shall act as Paying Agent with respect to the Securities of any Series, it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on the Securities of that seriessuch Series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto applicable Holders a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until due. The Company or such sums shall be paid to such Persons or otherwise disposed of as herein provided and Guarantor will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever Anything in this Section 3.4 to the contrary notwithstanding, the Company shall have may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more paying agents or all Series of Securities hereunder, or for any series of Securitiesother reason, it willpay or cause to be paid to the Trustee all sums held in trust for any such Series by the Company or any Paying Agent hereunder, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming dueas required by this Section, such sum sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is by the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything . Anything in this Section 3.4 to the contrarycontrary notwithstanding, (i) the any agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05Sections 11.3 and 11.4 hereof. (d) The Company shall be responsible for making calculations called for under the Securities, and (ii) including, without limitation, the determination of any redemption price, premium or Additional Amounts or other amounts payable on the Securities. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, will provide its calculations to the Trustee all sums held in trust by the Company or such paying agentand, such sums to be held by absent manifest error, the Trustee upon is entitled to rely conclusively on the same terms and conditions as those upon which such sums were held by accuracy of the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such moneyCompany’s calculations without independent verification.

Paying Agents. (a) The Company shall be the initial paying agent. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee prompt written notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one a paying agent or more paying agents for all or any series of the Securities, other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which each such paying agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons persons entitled thereto;thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided, (2b) that it will give the Trustee written notice of any failure default by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series when the same shall be due and payable;, and (3c) that it willthat, at any time during the continuance of any failure such default referred to in the preceding paragraph clause (a)(2b) above, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company Issuer shall have one or more paying agents for with respect to Securities of any series of Securitiesseries, it will, prior to each due date of the principal of (and premiumor interest, if any) or interest , on any the Securities of that such series, deposit with the a designated paying agent a sum sufficient to pay the such principal (and premiumor interest, if any) or interest , so becoming due, such sum to be held in trust for the benefit of the Persons persons entitled to such principal, premium principal or interest, if any, and (unless such paying agent is the Trustee) the Company Issuer will promptly notify the Trustee of this action any failure to take such action. If the Issuer shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest, if any, on the Securities of such series, set aside, segregate and hold in trust for the benefit of the persons entitled to such principal and interest, if any, a sum sufficient to pay such principal or interest, if any, so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided. The Issuer will promptly notify the Trustee of any failure so to act. (c) Notwithstanding anything take such action. Anything in this Section to the contrarycontrary notwithstanding, (i) the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, Sections 9.3 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money9.4.

Paying Agents. (a) The Property Trustee shall act as the Paying Agent. If the Company shall appoint one or more paying agents for all or any series of the SecuritiesDebentures, other than the Trustee, the Company will shall cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this SectionSection 5.3: (1i) that it will shall hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures (whether such sums have been paid to it by the Company or by any other obligor of such SecuritiesDebentures) in trust for the benefit of the Persons entitled thereto; (2ii) that it will shall give the Trustee notice of any failure by the Company (or by any other obligor of such SecuritiesDebentures) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Debentures when the same shall be due and payable; (3iii) that it willshall, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will shall perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesDebentures, it will shall on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriessuch Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Debentures until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of such action, or any failure (by it or any other obligor on such SecuritiesDebentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Debentures, it willshall, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesDebentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will shall promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section 5.3 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 5.3 is subject to the provisions of Section 11.05, 13.3 and 13.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company Issuer shall appoint one or more a paying agents for all or agent with respect to the Securities of any series of the Securities, other than the TrusteeTrustee or the initial paying agent appointed under an indenture supplemental hereto, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:, (1a) that it will comply with the provisions of the Trust Indenture Act applicable to it as a paying agent, (b) that it will hold all sums held received by it as such agent for the payment of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series (whether such sums have been paid to it by the Company Issuer or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;Holders of the Securities of such series or of the Trustee, (2c) that it will give the Trustee notice of any failure by the Company Issuer (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premium, if any) or interest on the Securities of that such series when the same shall be due and payable;, and (3d) that it will, will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of any the failure referred to in the preceding paragraph clause (a)(2c) above. The Issuer will, upon prior to 10:00 AM New York time on the written request Business Day immediately preceding (or at such other time and date as may be agreed by the Issuer and the paying agent) each due date of the principal of or interest, if any, on the Securities of such series, deposit with the paying agent a sum, in immediately available funds, sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee, forthwith pay to ) the Issuer will promptly notify the Trustee all sums so held in trust by writing of any failure to take such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) action. If the Company Issuer shall act as its own paying agent with respect to the Securities of any series of the Securitiesseries, it will will, on or before each due date of the principal of (and premiumor interest, if any) or interest , on the Securities of that such series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of the Securities of such series a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and due. The Issuer will promptly notify the Trustee in writing of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything Anything in this Section to the contrarycontrary notwithstanding, (i) the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, 9.04 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money9.05.

Paying Agents. (ai) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (bii) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (ciii) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0511.5, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such paying agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; (4) that upon any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, the Trustee will automatically be the paying agent; and (45) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money. (d) The Company initially appoints the Trustee at its Corporate Trust Office as its paying agent with respect to the Securities.

Paying Agents. Money for Securities Payments Held in Trust. ---------------------------------------------------------- (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents Paying Agents for any series of Securities, it will, at or prior to the opening of business on each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent Paying Agent is the Trustee) the Company will promptly notify the Trustee of this its action or failure so to act; provided, however, the Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed upon in writing with the Company. The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto, including the Company pursuant to the proviso set forth above in this subsection (a), until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee prompt notice of any default by the Company (or any other obligor upon the Securities of that series) in making of any payment of principal (and premium, if any) or interest on the Securities of that series; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. (b) The Company may act as its own Paying Agent. If the Company shall act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due. The Company will promptly notify the Trustee of such action or of any failure by the Company to take such action or the failure by any other obligor on the Securities to make any payment of the principal of (and premium, if any) or interest on any of the Securities of that series when the same shall be due and payable. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any paying agent Paying Agent to pay, to the Trustee all sums held in trust by the Company or such paying agentPaying Agent, such sums to be held by the Trustee upon the same terms and conditions trusts as those upon which such sums were held by the Company or such paying agentPaying Agent; and, upon such payment by the Company or any paying agent Paying Agent to the Trustee, the Company or such paying agent Paying Agent shall be released from all further liability with respect to such money. (d) Anything in this Section 4.5 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.5 is subject to the provisions of Section 12.2, Section 12.3 and Section 12.5.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the SecuritiesSubordinated Debentures, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Subordinated Debentures (whether such sums have been paid to it by the Company or by any other obligor of such Securitiesobligor) in trust for the benefit of the Persons entitled thereto; (2ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securitiesobligor) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Subordinated Debentures when the same shall be due and payable; (3iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the SecuritiesSubordinated Debentures, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesSubordinated Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securitiesobligor) to take such action. Whenever the Company shall have one or more paying agents for any series of Securitiesthe Subordinated Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesthe Subordinated Debentures, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.0513.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If Whenever the Company shall appoint one or more a paying agents for all or any series of the Securities, agent other than the TrusteeTrustee with respect to the Securities of any series, the Company it will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Company and the Trustee, subject to the provisions of this Section:Section 3.03, (1a) that it will hold all sums held received by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such Securitiesseries) in trust for the benefit of the Persons entitled thereto;Holders of the Securities of such series or of the Trustee, (2b) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such Securitiesseries) to make any payment of the principal of (and premium, if any) or interest on the Securities of that such series when the same shall be due and payable;, (3c) that it will, will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of any the failure referred to in the preceding paragraph (a)(2Section 3.03(b) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4d) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything Anything in this Section 3.03 to the contrarycontrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the a satisfaction and discharge with respect to one or more or all series of this Indenture Securities hereunder, or for any other purposereason, pay, pay or direct any paying agent cause to pay, be paid to the Trustee all sums held in trust for any such series by the Company or such any paying agentagent hereunder, as required by this Section 3.03, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent trusts herein contained. Anything in this Section 3.03 to the Trusteecontrary notwithstanding, the Company or such paying agent shall be released from all further liability with respect agreement to such moneyhold sums in trust as provided in this section is subject to the provisions of Section 9.05 and Section 9.06.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series Series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series Series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series Series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series Series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that seriesSeries, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series Series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series Series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that seriesSeries, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

Paying Agents. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient with monies held by all other paying agents to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and an premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money. Upon any Event of Default, the Trustee may require any paying agent to pay over funds to the Trustee and upon any bankruptcy proceeding of the Company, the Trustee shall automatically be the paying agent.