Common use of Provisions as to Paying Agent Clause in Contracts

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of and accrued and unpaid interest on the Notes in trust for the benefit of the Noteholders; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of and accrued and unpaid interest on the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or accrued and unpaid interest on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action, provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, accrued and unpaid interest on the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders a sum sufficient to pay such principal, accrued and unpaid interest, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of accrued and unpaid interest on the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or accrued and unpaid interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. (a) The Issuer may designate additional Paying Agents, rescind the designation of any Paying Agent, or approve a change in the office through which any Paying Agent acts. If the Company Issuer shall appoint a Paying Agent other than the Trustee, or if the Company Trustee shall appoint such a Paying Agent, the Issuer will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Fundamental Change Repurchase Price and accrued and unpaid Redemption Price, if applicable) or interest on the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the NoteholdersHolders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company Issuer (or by any other obligor on the Notes) to make any payment of the principal of (including the Fundamental Change Repurchase Price and accrued and unpaid Redemption Price, if applicable) or interest on the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. . (b) The Company Issuer shall, on or before each due date of the principal of (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) or accrued and unpaid interest on the Notes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee of any failure to take such action; provided, provided however, that if such deposit is made on the due date, such deposit must shall be received by the Paying Agent by 11:00 a.m., a.m. New York City time, on such date. (bc) If the Company Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal ofof (including the Fundamental Change Repurchase Price and Redemption Price, accrued and unpaid if applicable) or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principal, accrued and unpaid interest, principal or interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company Issuer (or any other obligor under the Notes) to make any payment of the principal of accrued (including the Fundamental Change Repurchase Price and unpaid Redemption Price, if applicable) or interest on the Notes when the same shall become due and payable. (cd) Anything in this Section 5.04 4.04 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company Issuer or any Paying Agent hereunder as required by this Section 5.044.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company Issuer or any Paying Agent to the Trustee, the Company Issuer or such Paying Agent shall be released from all further liability with respect to such sums. (de) Any money deposited with Anything in this Section 4.04 to the Trustee or any Paying Agentcontrary notwithstanding, or then held by the Company, agreement to hold sums in trust for the payment of the principal of or accrued as provided in this Section 4.04 is subject to Section 13.03 and unpaid interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Section 13.04. 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, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from responsible for the date actions of any other Paying Agents (including the Issuer if acting as Paying Agent) and shall have no control of any funds held by such publication, any unclaimed balance of such money then remaining will be repaid to the Companyother Paying Agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeAgent, the Company will cause such Paying Agent to execute and deliver to the Trustee Representative an instrument in which such agent shall agree with the TrusteeRepresentative, subject to the provisions of this Section 5.04: 4.04(a): (i) that it will hold all sums held by it as such agent for the payment of the principal of of, and accrued and unpaid interest on Cash Interest on, the Notes in trust for the benefit of the Noteholders; Holders of the Notes; (ii) that it will give the Trustee Representative prompt written notice of any failure by the Company to make any payment of the principal of of, and accrued and unpaid interest on Cash Interest on, the Notes when the same shall be due and payable; and and (iii) that at any time during the continuance of an Event of Default, upon request of the TrusteeRepresentative, it will forthwith pay to the Trustee Representative all sums so held in trust. The Company shall, on or before each due date of the principal of of, or accrued and unpaid interest on Cash Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal or accrued and unpaid interestCash Interest, and (unless such Paying Agent is the TrusteeRepresentative) the Company will promptly notify the Trustee Representative in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and accrued and unpaid interest on Cash Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principal, principal and accrued and unpaid interest, Cash Interest so becoming due and will promptly notify the Trustee Representative in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of of, or accrued and unpaid interest on Cash Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04(a) to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this IndentureAgreement, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee Representative all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04(a), such sums or amounts to be held by the Trustee Representative upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the TrusteeRepresentative, the Company or such Paying Agent shall be released from all further liability with respect to such sums.or (d) Any money or property deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or of, accrued and unpaid interest Cash Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal principal, Cash Interest or interest consideration due upon conversion has become due and payable shall shall, subject to applicable abandoned property laws, be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee Representative 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, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeAgent, the Company will cause such Paying Agent to execute and deliver to the Trustee Representative an instrument in which such agent shall agree with the TrusteeRepresentative, subject to the provisions of this Section 5.04:4.04(a): (i) that it will hold all sums held by it as such agent for the payment of the principal of of, and accrued and unpaid interest on Cash Interest on, the Notes in trust for the benefit of the Noteholders; Holders of the Notes; (ii) that it will give the Trustee Representative prompt written notice of any failure by the Company to make any payment of the principal of of, and accrued and unpaid interest on Cash Interest on, the Notes when the same shall be due and payable; and and (iii) that at any time during the continuance of an Event of Default, upon request of the TrusteeRepresentative, it will forthwith pay to the Trustee Representative all sums so held in trust. The Company shall, on or before each due date of the principal of of, or accrued and unpaid interest on Cash Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal or accrued and unpaid interestCash Interest, and (unless such Paying Agent is the TrusteeRepresentative) the Company will promptly notify the Trustee Representative in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and accrued and unpaid interest on Cash Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principal, principal and accrued and unpaid interest, Cash Interest so becoming due and will promptly notify the Trustee Representative in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of of, or accrued and unpaid interest on Cash Interest on, the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04(a) to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this IndentureAgreement, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee Representative all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04(a), such sums or amounts to be held by the Trustee Representative upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the TrusteeRepresentative, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Any money or property deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or of, accrued and unpaid interest Cash Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal principal, Cash Interest or interest consideration due upon conversion has become due and payable shall shall, subject to applicable abandoned property laws, be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee Representative 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, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. (a) Section 2.04 of the Base Indenture shall not apply to the Notes. (b) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.03: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes in trust for the benefit of the NoteholdersHolders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes when the same shall be due and payable; and; (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; and (iv) that upon an Event of Default pursuant to Section 5.02(i) or Section 5.02(j), the Trustee shall automatically be the Paying Agent. The Company shall, on or before each due date of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (bc) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest, interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on on, the Notes when the same shall become due and payable. (cd) Anything in this Section 5.04 4.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.03, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (de) Any The first paragraph and the third paragraph of Section 8.06 of the Base Indenture shall not apply to the Notes. All references in the Base Indenture to such Section 8.06 shall, with respect to the Notes, be deemed to be references to such Section 8.06 as amended and supplemented by this Section 4.03(e). Subject to applicable abandoned property laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of, any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneymoney and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

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

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on on, the Notes in trust for the benefit of the NoteholdersHolders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest on on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) and accrued and unpaid interest, interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent. (d) Any Subject to applicable law, any money or property deposited with the Trustee Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds or property; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereofwith respect to such trust money and shares of Common Stock, 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, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on on, the Notes in trust for the benefit of the NoteholdersHolders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest, interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this IndentureIndenture pursuant to Section 3.01, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Any Subject to applicable abandoned property laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), any such interest or interest such consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneymoney and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided. (e) Upon the occurrence of any Event of Default specified in Section 6.01(i) or Section 6.01(j), however, that the Trustee or such shall automatically be the 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, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. (a) If Section 4.03(a)(3) of the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver Base Indenture is hereby amended with respect to the Trustee an instrument Notes by replacing such Section 4.03(a)(3) in which such agent shall agree its entirety with the Trustee, subject to the provisions of this Section 5.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of and accrued and unpaid interest on the Notes in trust for the benefit of the Noteholders; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of and accrued and unpaid interest on the Notes when the same shall be due and payable; and (iii) following: “that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; and”. The Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each due date of the principal of (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) of, or accrued and unpaid interest on on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If Notwithstanding anything in the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) of, and accrued and unpaid interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) and accrued and unpaid interest, interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) of, or accrued and unpaid interest on on, the Notes when the same shall become due and payable. (c) Anything Notwithstanding anything in this Section 5.04 the Base Indenture to the contrary notwithstandingcontrary, the Company may, at any time, for the purpose money and shares of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to Common Stock deposited with the Trustee, the Company or such Paying Conversion Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price and Redemption Price, if applicable), interest or interest consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee Trustee, Conversion Agent or such Paying Agent with respect to such trust moneymoney and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

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

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will shall cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04:4.04(a): (i) that it will shall hold all sums held by it as such agent for the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes in trust for the benefit of the NoteholdersHolders; (ii) that it will shall give the Trustee prompt notice of any failure by the Company to make any payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will shall forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest and premium, if any, on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interestinterest and premium, if any, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest and premium, if any, on the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders a sum sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), accrued and unpaid interestinterest and premium, if any, so becoming due and will shall promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent. (d) Any Subject to applicable escheatment laws, any money and Shares deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or interest consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, 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, 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 CompanyShares.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes in trust for the benefit of the NoteholdersHolders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, or accrued and unpaid interest on on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify in writing the Trustee of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principalprincipal (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) and accrued and unpaid interest, interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, or accrued and unpaid interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Any Subject to applicable abandoned property laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years (or as of any common law escheatment date) after such principal (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable), interest or interest consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneymoney and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may (but shall not be obligated to) 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, New York, notice that such money remains and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company. (e) Upon any Event of Default pursuant to Section 6.01(h) or (i), the Trustee shall automatically be the Paying Agent, if the Trustee is not the Paying Agent at such time. (f) In the event that the Paying Agent receives funds in advance of any due date, the Paying Agent shall be entitled to invest such funds in the U.S. Bank Money Market Deposit Account or any substantially similar successor account, any earnings on which shall be for the account of the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such 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 5.04: (i) 3.02 that it will hold all sums held by it as such agent for the payment of the principal of and accrued and unpaid interest on the Notes in trust for the benefit of the Noteholders; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of and accrued and unpaid interest on the Notes when the same shall be due and payable; and (iii) that at any time Paying Agent will, during the continuance of an Event any Default by the Company (or any other obligor upon the Notes) in the making of Defaultany payment in respect of the Notes, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trusttrust by such Paying Agent as such. The Company shall, on or before each due date of the principal of (excluding any Fundamental Change Repurchase Price with respect to), or accrued and unpaid interest on (including Additional Interest, if any) on, the Notes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, provided however, that if such deposit is made on the due date, such deposit must shall be received by the Paying Agent by 11:00 a.m., a.m. New York City time, on such date. (b) If the Company shall act as its the Company’s own Paying Agent, it will, on or before each due date of the principal ofof or interest (including Additional Interest, accrued and unpaid interest if any) on the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principalprincipal or interest (including Additional Interest, accrued and unpaid interest, if any) so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Notes) to make any payment of the principal of accrued and unpaid or interest (including Additional Interest, if any) on the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 3.02 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.043.02, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with Anything in this Section 3.02 to the Trustee or any Paying Agentcontrary notwithstanding, or then held by the Company, agreement to hold sums in trust for the payment of the principal of or accrued and unpaid interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid as provided in this Section 3.02 is subject to the Company on request of the Company contained in an Officers’ Certificate, or Section 9.03. (if then held by the Companye) shall be discharged from such trust; and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the 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, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from responsible for the date actions of such publication, any unclaimed balance of such money then remaining will be repaid to other Paying Agents (including the Company if acting as the Company’s own Paying Agent) and shall have no control of any funds held by such other Paying Agents.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on on, and Make-Whole Premium with respect to, the Notes in trust for the benefit of the NoteholdersHolders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on on, and Make-Whole Premium with respect to, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on on, or Make-Whole Premium with respect to, the Notes, deposit with the Paying Agent a sum (which, in the case of the Make-Whole Premium, may include shares of Common Stock) sufficient to pay such principal (including the Redemption Price or the Fundamental Change Repurchase Price, if applicable), accrued and unpaid interest, or Make-Whole Premium, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date; provided further that if the Company elects to pay any portion of the Make-Whole Premium payable to Holders pursuant to Section 11.02(b) in shares of Common Stock and no Paying Agent of the Company is able to accept such shares of Common Stock, the Company shall act as its own Paying Agent with respect to such portion in accordance with (b). (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on on, and Make-Whole Premium with respect to, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum (which, in the case of the Make-Whole Premium, may include shares of Common Stock) sufficient to pay such principalprincipal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), accrued and unpaid interest, and Make-Whole Premium so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on on, or Make-Whole Premium with respect to, the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on on, and Make-Whole Premium with respect to, any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest, or interest Make-Whole Premium has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneymoney and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money and shares of Common Stock 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 and shares of Common Stock then remaining will be repaid or delivered to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on on, the Notes in trust for the benefit of the NoteholdersHolders of the Notes; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.01(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest on on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, accrued and unpaid interest on the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders a sum sufficient to pay such principal, accrued and unpaid interest, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of accrued and unpaid interest on the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or accrued and unpaid interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. (a) The Company shall, on or before each due date of the principal of (including the Fundamental Change Repurchase Price), accrued and unpaid interest on, or Additional Distributions, if any, with respect to the Debentures, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price), accrued and unpaid interest on, or Additional Distributions, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee, in writing, of any failure to take such action, provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of and of, accrued and unpaid interest on on, and Additional Distributions, if any, with respect to the Notes Debentures in trust for the benefit of the NoteholdersHolders; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of and of, accrued and unpaid interest on on, and Additional Distributions, if any, with respect to the Notes Debentures when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or accrued and unpaid interest on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action, provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal ofof (including the Fundamental Change Repurchase Price), accrued and unpaid interest on and Additional Distributions, if any, with respect to the NotesDebentures, set aside, segregate and hold in trust for the benefit of the Noteholders Holders a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price), accrued and unpaid interestinterest and Additional Distributions, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Fundamental Change Repurchase Price), accrued and unpaid interest on and Additional Distributions, if any, with respect to the Notes Debentures when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums to be held by the Trustee upon the trusts terms herein contained contained, and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or (including the Fundamental Change Repurchase Price), accrued and unpaid interest on on, and Additional Distributions, if any, with respect to any Note Debenture and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price), interest or interest Additional Distributions, if any, has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) , shall be discharged from such trust; and the Noteholder holder of such Note Debenture 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, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 thirty days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

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

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of and accrued and unpaid interest on the Notes in trust for the benefit of the Noteholders; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of and accrued and unpaid interest on the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or accrued and unpaid interest on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, accrued and unpaid interest on the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders a sum sufficient to pay such principal, accrued and unpaid interest, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of accrued and unpaid interest on the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or accrued and unpaid interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Repurchase Price, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on on, the Notes in trust for the benefit of the NoteholdersHolders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of (including the Repurchase Price, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal of (including the Repurchase Price, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest on on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Repurchase Price, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Repurchase Price, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principalprincipal (including the Repurchase Price, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) and accrued and unpaid interest, interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Repurchase Price, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(g) or Section 6.01(h), the Trustee shall automatically become the Paying Agent. (d) Any Subject to applicable law, any money or property deposited with the Trustee Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal of (including the Repurchase Price, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Repurchase Price, the Fundamental Change Repurchase Price or the Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds or property; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereofwith respect to such trust money and shares of Common Stock, 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, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

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

Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.044.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes in trust for the benefit of the NoteholdersHolders; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) and premium, if any of, and accrued and unpaid interest on on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; provided that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal of (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, or accrued and unpaid interest on on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) or such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be made in immediately available funds and received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders Holders of the Notes a sum sufficient to pay such principalprincipal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) and accrued and unpaid interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, or accrued and unpaid interest on on, the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 5.044.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. (d) Any Subject to applicable law, any money deposited with the Trustee Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal of (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Officer’s Certificate, or (if then held by the Company) shall be discharged from such trusttrust and the Trustee shall have no further liability with respect to such funds; and the Noteholder Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereofwith respect to such trust money and shares of Common Stock, 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, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. (aA) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04‎Section 4.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes in trust for the benefit of the NoteholdersHolders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on on, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on on, the Notes, deposit with the Paying Agent a sum in immediately available U.S. Dollars sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, accrued and unpaid interest on the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders a sum sufficient to pay such principal, accrued and unpaid interest, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of accrued and unpaid interest on the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or accrued and unpaid interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Provisions as to Paying Agent. ‌ (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of and accrued and unpaid interest on the Notes in trust for the benefit of the Noteholders; (ii) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of and accrued and unpaid interest on the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, or accrued and unpaid interest on or cash due upon conversion of, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable), accrued and unpaid interestinterest or cash due upon conversion of the Notes, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action, ; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 10:00 a.m., New York City time, on such date. (b) If the Company This Section 4.03(b) shall act as its own Paying Agent, it will, on or before each due date supersede Section 8.05 of the principal ofBase Indenture and all references in the Base Indenture to Section 8.05 thereof shall be deemed, accrued and unpaid interest on for the purposes of the Notes, set aside, segregate and hold in trust for the benefit of the Noteholders a sum sufficient to pay such principal, accrued and unpaid interest, so becoming due and will promptly notify the Trustee in writing of any failure be references to take such action and of any failure by the Company to make any payment of the principal of accrued and unpaid interest on the Notes when the same shall become due and payable. (c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such 4.03(b). The Paying Agent shall be released from all further liability with respect pay to such sums. (d) Any the Company upon request any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust them for the payment of the principal of or accrued and unpaid interest on any Note and remaining that remains unclaimed for two years after such principal or interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon ceaseyears; provided, however, that before the Trustee or such Paying Agent, before being Agent is required to make any such repayment, may at the expense of the Company shall 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 the Borough of Manhattan, The the City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. After such payment to the Company, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person and all liability of the Paying Agent with respect to that money shall cease.