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 Note Issuer shall at any time act as its own Paying Agent, it shall, 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 (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 shall promptly notify the Trustee of its action or failure so to act. Whenever the Note Issuer shall have one or more Paying Agents, it shall, prior to 10:00 a.m. London time on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the due date of the principal of (and premium, if any on) any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Note Issuer will promptly notify the Trustee of its action or failure so to act. The Note Issuer shall cause each Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: (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 notice of any default by the Note Issuer (or any other obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest; (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; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Note 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 Note Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note 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 Note Issuer or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or 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 Note Issuer, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall (unless otherwise required by mandatory

Money for Security Payments to be Held in Trust. If the Note Issuer Company shall at any time act as its own Paying Agent, it shallwill, 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, provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Note Issuer Company shall have one or more Paying Agents, it shallwill, on or prior to 10:00 a.m. London time (New York City time) on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the each due date of the principal of (of, and premium, if any onany, or interest (including Liquidated Damages, if any) on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principalprincipal and any premium and interest (including Liquidated Damages, premium, or interest if any) so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Note Issuer Company will promptly notify the Trustee of its action or failure so to act. The Note Issuer shall Company will cause each Paying Agent other than the Trustee or the 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 shall: 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 of, or any premium or interest (and premiumincluding Liquidated Damages, if any) or interest on 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 Note Issuer Company (or any other obligor upon the Securities) in the making of any payment in respect of principal the Securities; and (and premium, if any) or interest; (3iii) at any time during the continuance of any such default, upon Event of Default by the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and Company (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Note 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 Note Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note Issuer or such Paying Agent, such sums to be held by the Trustee obligor upon the same trusts as those upon which such sums were held by the Note Issuer or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or 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 Note Issuer, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall (unless otherwise required by mandatorythe

Money for Security Payments to be Held in Trust. If the Note Issuer Company shall at any time act as its own Paying Agent, it shallwill, 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 (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 shall will promptly notify the Trustee of its action or failure so to actact in that regard. Whenever the Note Issuer Company shall have one or more Paying Agents, it shallwill, prior to 10:00 a.m. London time on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the each due date of the principal of (and premium, if any on) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, or interest such amount so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal, premium or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Note Issuer Company will promptly notify the Trustee of its action or failure so to act. The Note Issuer shall Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: 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 notice of any default by the Note Issuer (or any other obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest; (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; and (4i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying AgentAgent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities) in the making of any payment in respect of the Securities and upon written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities and to account for any monies already paid. The Note Issuer 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 Note Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note Issuer 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 Note Issuer Company or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or such Paying Agent shall be released from all further liability with respect to such moneysum. Any Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Note IssuerCompany, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (unless otherwise if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required by mandatoryto make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in 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 Note Issuer Issuers shall at any time act as its their own Paying Agent, it shallthey 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 (and premium, if any) of or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Note Issuer Issuers shall have one or more Paying AgentsAgents for the Securities, it shallthey will, prior to on or before 10:00 a.m. London time on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately (New York City time) two business days prior to the due date of the principal of (and premium, if any on) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, and (unless such Paying Agent is the Trustee) the Note Issuer Issuers will promptly notify the Trustee of its such action or any failure so to act. Each amount payable according to the preceding paragraph shall be paid unconditionally by credit transfer in the payment currency and in same day, freely transferable cleared funds no later than 10:00 a.m. (New York City time) on the relevant day to such account at such bank as the Paying Agent may from time to time specify for such purpose by written notice to the Issuers at least two business days prior to the date on which the Issuers must effectuate such wire transfer. The Note Issuer Issuers shall before 10:00 a.m. on the second business day prior to the day on which the Paying Agent receives payment, procure that the bank effecting payment for it confirm by telex or SWIFT ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ payment instructions relating to such payment. The Issuers will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill: (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 notice of any default by the Note Issuer Issuers (or any other obligor upon the Securities) 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; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Note Issuer Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Note Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note Issuer Issuers 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 Note Issuer Issuers or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or 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 Note IssuerIssuers, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Issuers on Issuer Request, or (unless otherwise if then held by the Issuers) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required by mandatoryto make any such repayment, may at the expense of the Issuers cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

Money for Security Payments to be Held in Trust. If the Note Issuer Company shall at any time act as its own Paying AgentAgent with respect to any series of Securities, it shallwill, 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, and shall promptly notify the Trustee of its action or failure so to act. Whenever the Note Issuer Company shall have one or more Paying Agents, it shallwill, prior to 10:00 a.m. London time on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the each due date of the principal of (and premium, if any on) 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, principal and premium (if any) or interest, and (unless such Paying Agent is the Trustee) the Note Issuer Company will promptly notify the Trustee of its action or failure so to act. The Note Issuer shall Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill: (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 notice of any default by the Note Issuer Company (or any other obligor upon the Securities) 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, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Note Issuer 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 Note Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note Issuer 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 Note Issuer Company or such Paying Agent; and, upon such payment by the Note Issuer Company or any Paying Agent to the Trustee, the Note Issuer or 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 Note IssuerCompany, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall (unless otherwise required by mandatorymandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, 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 an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the -52- 59 Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the city of Wilmington, Delaware, 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 the Company.

Money for Security Payments to be Held in Trust. (a) If the Note Issuer Company shall at any time act as its own Paying Agent, it shall, 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 (and premium, if any) or interest payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, provided and shall promptly notify the Trustee of its action or failure so to act. . (b) Whenever the Note Issuer Company shall have one or more Paying Agents, it shallwill, prior to 10:00 a.m. London time on the each due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the due date payment in respect of the principal of (and premium, if any on) any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, 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 or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Note Issuer Company will promptly notify the Trustee of its action or failure so to act. . (c) The Note Issuer Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 9.02, that such Paying Agent shall: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent and (and premium, if anyii) or interest on Securities in trust for 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 notice continuance of any default by the Note Issuer Company (or any other obligor upon the Securities) in the making of any payment in respect of principal (and premium, if any) or interest; (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 Agent; andAgent as such. (4d) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Note Issuer Company may at any time, for the purpose of obtaining the satisfaction and discharge of this First Supplemental Indenture or for any other purpose, pay, or by Note Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note Issuer 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 Note Issuer Company or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or such Paying Agent shall be released from all further liability with in respect to of such money. . (e) Any money deposited with the Trustee or any Paying Agent, or then held by the Note IssuerCompany, in trust for the payment making of the principal payments in respect of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and payable the Holder of such Security shall (unless otherwise thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent in respect of such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The 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 shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by mandatoryapplicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 9.02 shall be held uninvested and without any liability for interest.

Money for Security Payments to be Held in Trust. If the Note Issuer Company shall at any time act as its own Paying Agent, it shallwill, 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 (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 shall will promptly notify the Trustee of its action or failure so to act. Whenever the Note Issuer Company shall have one or more Paying Agents, it shallwill, prior to 10:00 a.m. London time on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the each due date of the principal of (and premium, if any on) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, principal 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 or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Note Issuer Company will promptly notify the Trustee of its action or failure so to act. 70 65 The Note Issuer shall Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent and (and premium, if anyii) or interest on Securities in trust for 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 notice continuance of any default by the Note Issuer Company (or any other obligor upon the Securities) in the making of any payment in respect of principal (and premium, if any) or interest; (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 Agent; and (4) comply with the provisions of the Trust Indenture Act applicable to it Agent as a Paying Agentsuch. The Note Issuer 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 Note Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note Issuer 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 Note Issuer Company or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or 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 Note IssuerCompany, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable payable, shall be paid to the Company on Company Request, or (unless otherwise required if then held by mandatorythe Company) shall be discharged from such trust; and the Holder of any such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Money for Security Payments to be Held in Trust. If ----------------------------------------------- any of the Note Issuer Issuers or the Guarantor shall at any time act as its own Paying AgentAgent with respect to any series of Securities, it shallwill, on or not more than one Business Day before each due date of the principal of (and premium, if any) or interest on any of the SecuritiesSecurities of that 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 101 disposed of as herein provided, and shall will promptly notify the Trustee of its action or failure so to act. Whenever If any of the Note Issuer Issuers shall have one or more Paying AgentsAgents for any series of Securities, it shallwill, prior to 10:00 a.m. London time on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the or before each due date of the principal of (and premium, if any), or interest on, any on) any SecuritiesSecurities of that series, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Note applicable Issuer will promptly notify the Trustee of its such action or any failure so to act. The Note applicable Issuer shall will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill: (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 notice of any default by the Note applicable Issuer (or any other obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest; (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 (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Note Issuer Any of the Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Note Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note applicable 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 Note such Issuer or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or 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 any of the Note IssuerIssuers or the Guarantor, in trust for the payment of the principal of (and premium, if any) or interest or Additional Amounts on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest or Additional Amounts has become due and payable shall be paid to the applicable Issuer or the Guarantor on Issuer Request, or (unless otherwise if then held by such Issuer or the Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the applicable Issuer or 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 such Issuer or the Guarantor as trustee thereof, shall thereupon cease; provided, however, that the Trustee -------- ------- or such Paying Agent, before being required by mandatoryto make any such repayment, may at the expense of the applicable Issuer or the Guarantor cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, 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 notification, publication or mailing, any unclaimed balance of such money then remaining will be repaid to such Issuer or the Guarantor.

Money for Security Payments to be Held in Trust. If the Note Issuer shall at any time act as its own Paying Agent, it shallwill, 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, provided and shall will promptly notify the Trustee in writing of its action or failure so to act. As provided in Section 5.04, upon any bankruptcy or reorganization proceeding relative to the Issuer, the Trustee shall serve as the Paying Agent for the Securities. Whenever the Note Issuer shall have one or more Paying Agents, it shallwill, at least one Business Day prior to 10:00 a.m. London time on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the each due date of the principal of (and premium, if any onany) 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 or interest, and (unless such Paying Agent is the Trustee) the Note Issuer will promptly notify the Trustee in writing of its action or failure so to act. Upon any bankruptcy or reorganization proceeding relative to the Issuer, the Trustee shall serve as the Paying Agent for the Securities. The Note Issuer shall will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill: (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 Note Issuer (or any other obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest; (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; and (4) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and obligations of such Paying Agent. The Note 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 Note Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note 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 Note Issuer or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or 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 Note Issuer, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Issuer on Issuer Request, or (unless otherwise if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the 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 Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required by mandatoryto make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Money for Security Payments to be Held in Trust. (a) If the Note Issuer Company shall at any time act as its own Paying AgentAgent with respect to the Securities, it shallwill, on or before each due date of the principal of or interest (including Additional 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 (including Additional Interest) so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall will promptly notify the Trustee of its action or failure so to act. . (b) Whenever the Note Issuer Company shall have one or more Paying Agents, it shallwill, prior to 10:00 a.m. London time a.m., New York City time, on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the each due date of the principal of (and premiumor interest, if any on) including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principalprincipal or interest, premium, or interest including Additional Interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium principal or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Note Issuer Company will promptly notify the Trustee of its action or failure so to act. . (c) The Note Issuer shall Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shallwill: (1i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional 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 notice of any default by the Note Issuer Company (or any other obligor upon the such Securities) in the making of any payment of principal or interest (and premium, if anyincluding Additional Interest) or interestin respect of any Security; (3iii) at any time during the continuance of any such defaultdefault with respect to the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (4iv) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. . (d) The Note Issuer may 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 Note Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note Issuer 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 Note Issuer Company or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or such Paying Agent shall be released from all further liability with respect to such money. . (e) Any money deposited with the Trustee or any Paying Agent, or then held by the Note Issuer, Company in trust for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatorymandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, 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 an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Note Issuer Company shall at any time act as its own Paying Agent, it shallwill, 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 (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 shall will promptly notify the Trustee of its action or failure so to act. Whenever the Note Issuer Company shall have one or more Paying Agents, it shallwill, prior to 10:00 a.m. London time on the due date of interest on any Securities, and prior to 10:00 a.m. London time on the Business Day immediately prior to the each due date of the principal of (and premium, if any on) or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, 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 or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Note Issuer Company will promptly notify the Trustee of its action or failure so to act. The Note Issuer shall Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent and (and premium, if anyii) or interest on Securities in trust for 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 notice continuance of any default by the Note Issuer Company (or any other obligor upon the Securities) in the making of any payment in respect of principal (and premium, if any) or interest; (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 Agent; and (4) comply with the provisions of the Trust Indenture Act applicable to it Agent as a Paying Agentsuch. The Note Issuer 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 Note Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Note Issuer 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 Note Issuer Company or such Paying Agent; and, upon such payment by the Note Issuer or any Paying Agent to the Trustee, the Note Issuer or 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 Note IssuerCompany, in trust for the payment of -67- the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (unless otherwise required if then held by mandatorythe Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.