Common use of Money for Security Payments to be Held in Trust Clause in Contracts

Money for Security Payments to be Held in Trust. If the Company at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securities) in the making of any payment of principal or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a general unsecured 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it willshall, on or before each due date of the principal any payment in respect of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay make the principal or interest payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will shall promptly notify the Trustee and the Co-Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it willwill by 12:00 p.m., New York City time, one Business Day prior to or on each due date of the principal any payment in respect of or interest on any Securities, deposit with a any one or more Paying Agent Agents a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee or the Co-Trustee) the Company will promptly notify the Trustee and the Co-Trustee of any its action or failure so to act. The Company will shall cause each Paying Agent other than the Trustee or affiliate of the Co-Trustee to execute and deliver to the Trustee and the Co-Trustee an instrument in which such Paying Agent shall agree with the Trustee and the Co-Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: will (1a) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (b) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default Default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee or the Co-Trustee, forthwith pay to the Trustee or the Co-Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee or the Co-Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee or the Co-Trustee, as applicable, upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee or the Co-Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee, the Co-Trustee or any Paying Agent, or then held by the Company, in trust for the payment making of the principal of, premium, if any, or interest (together with any Liquidated Damages payments in respect thereof) on of any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) payment has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Co-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, the Co-Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for will comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, New York notice that such money remains unclaimed and that, 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.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company or the Guarantor (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company or the Guarantor may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order or Guarantor Order, as the case may be, direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company (or if deposited by the Guarantor, paid to the Guarantor on Company Guarantor Request), or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured creditor, look only to the Company and the Guarantor 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; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the CompanyCompany or the Guarantor, as the case may be.

Money for Security Payments to be Held in Trust. If the Company at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of of, premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal principal, premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee Trustee, in writing, of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or no later than the opening of business in New York City on each due date of the principal of of, premium, if any, or interest on any Securities, deposit with a Paying Agent the Trustee a sum in funds immediately payable on the payment date sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee Trustee, in writing, of any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal principal, premium, if any, or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal principal, premium, if any, or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 . In the Trustee or such Paying Agent, before making any such repayment, may at the expense absence of a written request from the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains return 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 funds to the Company, the Trustee shall from time to time deliver all unclaimed funds to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any unclaimed funds held by the Trustee pursuant to this Section shall be held uninvested and without any liability for interest.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. The Company will cause each Paying Agent (other than the Trustee or affiliate of the Trustee Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal of or interestinterest on the Securities; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such moneysums. 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, premium, if any, of or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid repaid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. SECTION 1004. Statement as to Compliance. 54 47 The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Indenture. For purposes of this Section 1004, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: : (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any,) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2ii) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal (and premium, if any) or interest; and (3iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, Company in trust for the payment of the principal of, of (and premium, if any, ,) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, The City general circulation in the Place of New YorkPayment, 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.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of and premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, on or prior to or 11:00 a.m. (New York City time) on each due date of the principal of and premium, if any, or interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or principal and any premium and interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee Company to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) comply with the provisions of the Trust Indenture Act and this Indenture applicable to it as a Paying Agent and hold all sums held by it for the payment of the principal of or any premium or interest on the Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; ; (2ii) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interestthe Securities; and and (3iii) at any time during the continuance of any such defaultdefault by the Company (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent for payment in respect of the Securities, and account for any funds disbursed. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of and premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattangeneral circulation in New York, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in 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.

Money for Security Payments to be Held in Trust. If the Company at any time shall act as its own a Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, premiums or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal (and premium, if any) or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; , and the Holder of such Security or any coupon appertaining thereto shall thereafter, as a an unsecured general unsecured 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 ceasecause; provided, however, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company cause notice to be published given as provided in Section 105, except that such notice need be given only once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the latest date of such publicationnotice, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or redemption interest on any of the SecuritiesConvertible Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or redemption interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee in writing of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or redemption interest on any SecuritiesConvertible Notes, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, principal or any redemption interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for the payment of the principal of or redemption interest on Securities Convertible Notes in trust for the benefit of the Persons Person entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; , (2ii) give the Trustee written notice of any default by the Company in the making of any payment of principal or redemption interest on the Convertible Notes and (iii) during the continuance of any default by the Company (or any other obligor upon the securitiesConvertible Notes) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultConvertible Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, or redemption interest (together with any Liquidated Damages in respect thereof) on any Security Convertible Note and remaining unclaimed for two years after such principal or and redemption interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security Convertible Note shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in accordance with the Borough first paragraph of Manhattan, The City of New YorkSection 106, 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.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on on, or at the option of the Company, or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. In such case the Company shall not invest the amount so segregated and held in trust pending the distribution thereof. Whenever the Company shall have one or more Paying Agents, it will, on or prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act; PROVIDED, HOWEVER, that any such deposit on a due date shall be initiated prior to 1:00 p.m. (New York time) in same-day funds. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in the trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest (including Liquidated Damages, if any) on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or no later than the opening of business on each due date of the principal of or interest on any Securities, deposit with a Paying Agent the Trustee a sum in funds immediately payable on the payment date sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, of or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid within 60 days of such date by the Trustee to the Company on Company RequestRequest as its property free from trust, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of and premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, on or prior to or 11:00 a.m. (New York City time) on each due date of the principal of and premium, if any, or interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or principal and any premium and interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee Company to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) comply with the provisions of the Trust Indenture Act and this Indenture applicable to it as a Paying Agent and hold all sums held by it for the payment of the principal of or any premium or interest on the Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; ; (2ii) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interestthe Securities; and and (3iii) at any time during the continuance of any such defaultdefault by the Company (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent for payment in respect of the Securities, and account for any funds disbursed. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of and premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattangeneral circulation in New York, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it willshall, on or before each due date of the principal of or interest on any of the SecuritiesNotes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums sum shall be paid to such Persons or otherwise disposed of as herein provided provided, and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it willshall, on or prior to or on each due date for the payment of the principal of or interest on any Securitiesthe Notes, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principalpayments; and, premium, if any, or interest, and (unless such Paying Agent is the Trustee) , the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Securities the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesNotes) in the making of any payment of principal or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for For the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, the Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent Agent, as the case may be, shall be released from all further liability with respect to such money. 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, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a general unsecured 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of of, Accrued Original Issue Discount on or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal principal, Accrued Original Issue Discount or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or no later than the opening of business on each due date of the principal of of, Accrued Original Issue Discount on or interest on any Securities, deposit with a Paying Agent the Trustee a sum sufficient to pay the principal, premium, if any, Accrued Original Issue Discount or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, Accrued Original Issue Discount or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 9.3, that such Paying Agent will:; (1) hold all sums held by it for the payment of the principal of of, Accrued Original Issue Discount on or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal principal, Accrued Original Issue Discount or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any Anything contained herein to the contrary notwithstanding, any money deposited with held by the Trustee or any Paying Agent, or then held by the Company, Agent in trust for the payment and discharge of the principal of, premiumAccrued Original Issue Discount on, Liquidated Damages, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining which remains unclaimed for two years after the date when each payment of such principal principal, Accrued Original Issue Discount, Liquidated Damages, if any, or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid repaid within 60 days of such date by the Trustee to the Company on Company Requestas its absolute property free from trust, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security Trustee shall thereafter, as a general unsecured creditor, thereupon be released and discharged with respect thereto and the Holders shall look only to the Company for the payment thereof, and all liability of the principal, Accrued Original Issue Discount or interest on such Security. 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from liable to the date Company or any Holder for interest on funds held by it for the payment and discharge of the principal, Accrued Original Issue Discount or interest on any of the Securities to any Holder. The Company shall not be liable for any interest on the sums paid to it pursuant to this paragraph and shall not be regarded as a trustee of such publication, any unclaimed balance of such money then remaining will be repaid to the Companymoney.

Money for Security Payments to be Held in Trust. If the Company at any time shall act as its own Paying Agent, it will, on or before each due date of the principal Accreted Value of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal Accreted Value or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or no later than the opening of business on each due date of the principal Accreted Value of or interest on any Securities, deposit with a Paying Agent the Trustee a sum sufficient to pay the principal, premium, if any, Accreted Value or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, Accreted Value or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 9.3, that such Paying Agent will:; (1) hold all sums held by it for the payment of the principal Accreted Value of or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal Accreted Value or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any Anything contained herein to the contrary notwithstanding, any money deposited with held by the Trustee or any Paying Agent, or then held by the Company, Agent in trust for the payment and discharge of the principal of, premium, if any, Accreted Value of or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining which remains unclaimed for two years after the date when each payment of such principal Accreted Value or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid repaid within 60 days of such date by the Trustee to the Company on Company Requestas its absolute property free from trust, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security Trustee shall thereafter, as a general unsecured creditor, thereupon be released and discharged with respect thereto and the Holders shall look only to the Company for the payment thereof, and all liability of the Accreted Value or interest on such Security. 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from liable to the date Company or any Holder for interest on funds held by it for the payment and discharge of the Accreted Value or interest on any of the Securities to any Holder. The Company shall not be liable for any interest on the sums paid to it pursuant to this paragraph and shall not be regarded as a trustee of such publication, any unclaimed balance of such money then remaining will be repaid to the Companymoney.

Money for Security Payments to be Held in Trust. If the Company ----------------------------------------------- Issuer shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company Issuer shall have one or more Paying Agents, it will, prior to on or on before each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee of any its action or failure so to act. The Company Issuer will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for the benefit of the Persons entitled thereto Trust Indenture Act applicable to it as a Paying Agent (or, until such sums time as this Indenture shall be paid qualified under the Trust Indenture Act, which would be applicable to such Persons or otherwise disposed of it as herein provided; Paying Agent if this Indenture were so qualified) and (2ii) give in the Trustee written notice event and during the continuance of any default by the Company Issuer (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyIssuer, in trust for the payment of the principal of, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company Issuer on Company RequestIssuer request, or (if then held by the CompanyIssuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured creditor, look only to the Company Issuer 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 Issuer trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company Issuer cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the CompanyIssuer.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of of, premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal principal, premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of of, premium, if any, or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment -44- provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal principal, premium, if any, or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall shall, subject to applicable escheat and abandoned property law, be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee in writing of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any Subject to any applicable abandoned property laws, 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If ------------------------------------------------ the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal principal, premium, if any, or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct 77 any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of Principal Amount, Issue Price, accrued Original Issue Discount Redemption Price, Purchase Price, Change in Control Purchase Price or cash interest on the principal of, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security Securities and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified speci fied 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.

Money for Security Payments to be Held in Trust. If the Company at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of of, premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal principal, premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, on or prior to or on each due date of the principal of of, premium, if any, or interest on any Securities, deposit with a such Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal principal, premium, if any, or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such moneysums. 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, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for the earlier of ten days prior to the time such money would escheat to the state or two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a general unsecured 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.such

Money for Security Payments to be Held in Trust. If the Company at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securities) in the making of any payment of principal or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, 78 upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a general unsecured 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; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee in writing of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior on or before to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any Subject to any applicable abandoned property laws, 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company or any Guarantor shall at any time shall act as its own the Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee in writing of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or 12:00 p.m. (New York City time) on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent (as if such Trust Indentue Act applied) and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any Subject to any applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the CompanyCompany or any Guarantor, in trust for the payment of the principal of, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the CompanyCompany or any Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company Issuer or the Guarantors shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company Issuer shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, premium or interest, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee of any its action or failure so to act. The Company Issuer will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company Issuer or the Guarantors (or any other obligor upon the securitiesSecurities) in the making of any payment of principal (and premium, if any) or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company Issuer or the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyIssuer or the Guarantors, in trust for the payment of the principal of, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company Issuer on Company Issuer Request, or (if then held by the CompanyIssuer or the Guarantors) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured creditor, look only to the Company Issuer and the Guarantors 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 Issuer and the Guarantors as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company Issuer and the Guarantors cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the CompanyIssuer or the Guarantors, as the case may be.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying AgentAgent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the SecuritiesSecurities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided provided, and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, principal and premium (if any, ) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2b) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal (and premium, if any) or interest; and (3c) at any time during the continuance of any such default, upon the written request of the Trustee, 92 85 forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by the Company or any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company on Company RequestCompany, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.. 93 86

Money for Security Payments to be Held in Trust. If the Company at any time shall act as its own Paying Agent, it will, on or before each the due date of the principal of or interest Liquidated Damages, if any, on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest Liquidated Damages so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or no later than the opening of business on each the due date of the principal of or interest Liquidated Damages, if any, on any the Securities, deposit with a Paying Agent the Trustee a sum in funds immediately payable on the payment date sufficient to pay the principal, premium, if any, principal or interest Liquidated Damages so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premiumprincipal and Liquidated Damages, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest Liquidated Damages, if any, on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal or interestLiquidated Damages; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premiumof or Liquidated Damages, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest interest, if any, on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or interest interest, if any, on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of or interest interest, if any, on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2b) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal or interest; and (3c) at any time during the continuance of any such defaultDefault by the Company, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent for payment in respect of the Securities. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, of or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years one year after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New Yorkor mailed to such Holder or both, 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 publicationpublication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If Whenever the Company at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided Issuer and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company Guarantors shall have one or more Paying Agents, it the Issuer or the Guarantors will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Capital Markets Trustee) the Company Issuer will promptly notify the Capital Markets Trustee of any its action or failure so to act. The Company Issuer or the Guarantors will cause each Paying Agent other than the Trustee or affiliate of the Capital Markets Trustee to execute and deliver to the Capital Markets Trustee an instrument in which such Paying Agent shall agree with the Capital Markets Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company Issuer or the Guarantors (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Capital Markets Trustee, forthwith pay to the Capital Markets Trustee all sums so held in trust by such Paying AgentAgent as such. The Company Issuer or the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order or Partnership Order, as the case may be, direct any Paying Agent to pay, to the Capital Markets Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Capital Markets Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Capital Markets Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Capital Markets Trustee or any Paying Agent, or then held by the Company, Agent in trust for the payment of the principal of, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company Partnership on Company Partnership Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured creditor, look only to the Company Issuer and the Guarantors for payment thereof, and all liability of the Capital Markets Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; , provided, however, that the Capital Markets Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company Issuer and the Guarantors cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the CompanyPartnership.

Money for Security Payments to be Held in Trust. If the Company or ▇▇▇▇▇ shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company or ▇▇▇▇▇ shall have one or more Paying Agents, it the Company or ▇▇▇▇▇ will, prior to or 1:00 p.m. New York City time on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company and ▇▇▇▇▇ will promptly notify the Trustee of any its action or failure so to act. The Company or ▇▇▇▇▇ will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: : (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company and ▇▇▇▇▇ (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company or ▇▇▇▇▇ may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent (other than the Company or ▇▇▇▇▇) to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyCompany or ▇▇▇▇▇, in trust for the payment of the principal of, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the CompanyCompany or ▇▇▇▇▇) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured creditor, look only to the Company and ▇▇▇▇▇ 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 or ▇▇▇▇▇ as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before making being ----------------- required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the CompanyCompany or ▇▇▇▇▇.

Money for Security Payments to be Held in Trust. If All moneys deposited with the Company at Trustee or with any time shall act as its own Paying Agent, it will, on or before each due date Agent for the purpose of paying the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to on Securities shall be deposited and held in trust for the benefit of the Persons Holders of the Securities entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums . Moneys so deposited and held by it for the payment in trust shall not be a part of the principal of or interest on Securities in Pledged Property but shall constitute a separate trust fund for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securities) in the making of any payment of principal or interest; and (3) at any time during the continuance of any such default, upon the written request Holders of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agentrelevant Securities. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, Agent in trust for the payment of the principal of, of or premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two three years (or such lesser period as may be required by law to give effect to this provision) after such principal principal, premium or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or Request (if then held to the extent such monies shall have been deposited by the Company) or to any other Person on its request (to the extent such monies shall be discharged from have been deposited by such trustother Person); and the Holder of such Security shall thereafter, as a an unsecured general unsecured creditor, look only to the Company or such other Person, to the extent such monies shall have been paid to the Company or such other Person, as the case may be, 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, money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company or, to the extent such monies are to be paid to another Person, such other Person cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, mailed to each such Holder 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 publicationmailing, any unclaimed balance of such money then remaining will be repaid to the CompanyCompany or such other Person.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (or premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying AgentsAgents for the Securities, it will, prior to on or on before each due date of the principal of (premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, principal (premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, principal (premium, if any, ) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. The Company will cause each Paying Agent (other than the Trustee or affiliate of the Trustee Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2b) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal (premium, if any) or interest; and (3c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such moneysums. 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, of (premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company or ▇▇▇▇▇ shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company or ▇▇▇▇▇ shall have one or more Paying Agents, it the Company or ▇▇▇▇▇ will, prior to or 1:00 p.m. New York City time on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company and ▇▇▇▇▇ will promptly notify the Trustee of any its action or failure so to act. The Company or ▇▇▇▇▇ will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: : (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company and ▇▇▇▇▇ (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company or ▇▇▇▇▇ may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent (other than the Company or ▇▇▇▇▇) to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyCompany or ▇▇▇▇▇, in trust for the payment of the principal of, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the CompanyCompany or ▇▇▇▇▇) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured creditor, look only to the Company and ▇▇▇▇▇ 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 or ▇▇▇▇▇ as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the CompanyCompany or ▇▇▇▇▇.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of and premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, on or prior to or 11:00 a.m. (New York City time) on each due date of the principal of and premium, if any, or interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or principal and any premium and interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee Company to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) comply with the provisions of the Trust Indenture Act and this Indenture applicable to it as a Paying Agent and hold all sums held by it for the payment of the principal of or any premium or interest on the Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; ; (2ii) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interestthe Securities; and and (3iii) at any time during the continuance of any such defaultdefault by the Company (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent for payment in respect of the Securities, and account for any funds disbursed. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. The Trustee shall not be liable for any act or failure to act of any Paying Agent (other than the Trustee acting in such capacity) to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. 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, of and premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattangeneral circulation in New York, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. Section 1004. Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The the City of New York, and the City of Albuquerque, State of New Mexico, 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.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securities) in the making of any payment of principal or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premiumof or interest on (including Additional Payments, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of any such Security shall thereafter, as a an unsecured general unsecured creditor, look only to the Company for payment thereofthereof unless an abandoned property law designates another Person, 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company or any Subsidiary Guarantor shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment of principal or interest; andand NY12534: 53599.4 (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, of or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in The City of New York, New York (which is expected to be the WALL STREET JOURNAL), 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.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, of (and premium, if any, ) or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper a newspaper published in the Borough English language, customarily published on each Business Day and of Manhattan, general circulation in 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 paid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on on, or at the option of the Company, before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. In such case the Company shall not invest the amount so segregated and held in trust pending the distribution thereof. Whenever the Company shall have one or more Paying Agents, it will, on or prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to act; PROVIDED, HOWEVER, that any such deposit on a due date shall be initiated prior to 12:00 noon (New York time) in same-day funds. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in the trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Payment Agent shall be released from all further liability with respect to such money. 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, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) that has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as a an unsecured general unsecured 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Company will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to or on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium, if any, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. The Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of or interest on Securities in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice continuance of any default by the Company (or any other obligor upon the securitiesSecurities) in the making of any payment in respect of principal or interest; and (3) at any time during the continuance of any such defaultSecurities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premiumof or interest on (including Additional Payments, if any, or interest (together with any Liquidated Damages in respect thereof) on any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of any such Security shall thereafter, as a an unsecured general unsecured 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 making any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time shall act as its own Paying Agent, it will, on or not more than one Business Day before each due date of the principal of of, or interest on on, any of the Securities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided provided, and the Company will promptly notify the Trustee of its action or failure so to act. Whenever If the Company shall have one or more is not acting as Paying AgentsAgent, it the company will, prior to on or on before each due date of the principal of of, or interest on on, any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. The If the Company is not acting a Paying Agent, the Company will cause each Paying Agent other than the Trustee or affiliate of the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of of, or interest on on, Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2b) give the Trustee written notice of any default by the Company (or any other obligor upon the securities) in the making of any payment of principal or interest; and; (3c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent: and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and disabilities of such Paying Agent. The Company company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; , and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 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, premium, if any, or interest (together with any Liquidated Damages in respect thereof) on on, any Security and remaining unclaimed for two years after such principal or interest (together with any Liquidated Damages in respect thereof) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder older of such Security shall thereafter, as a an unsecured general unsecured 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 paying Agent, before making being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper 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, or mail to each such Holder, or both, 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 publicationnotification, publication or ailing, any unclaimed balance of such money then than remaining will be repaid to the Company.