Common use of Paying Agent to Hold Money Clause in Contracts

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent (and, if applicable, any other Paying Agent) money in immediately available funds in U.S. dollars, dollars sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent (and, if applicable, any other Paying Agent) after the time specified in the immediately preceding sentence, the Principal Paying Agent (and, if applicable, any other Paying Agent) shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent (and, if applicable, any other Paying Agent) shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent (and, if applicable, any other Paying Agent) shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to ) on each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article ‎‎Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article ‎‎Article Eight.

Paying Agent to Hold Money. Not later The Issuer shall require each Paying Agent (other than 12:00 p.m. (New Yorkthe Trustee) to agree that such Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, New York time), one Business Day prior to each due date of the principal, interest and premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premiumAdditional Amounts, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent (if other than the Issuer or any of its Subsidiaries) shall have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer its Subsidiaries acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions rights of Article Eightcreditors generally, notify the Paying Agent in writing shall serve as an agent of this fact and require the Trustee for the Notes. The Issuer shall no later than 10:00 a.m. (London time) on the second Business Day prior to the day on which the Paying Agent (until notified by is to receive payment, procure that the Trustee bank effecting payment for it confirms via fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx payment instructions relating to the contrary) to act thereafter as such payment. A Paying Agent shall not be obliged to pay the Holders of the Trustee Notes (or make any other payment) unless and not until such time as it has confirmed receipt of funds sufficient to make the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York England time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. Euro or dollars, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits Issuers deposit such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuers. The Issuers shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has Issuers have notified it in writing that the Issuer intends Issuers intend to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer Issuers in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article ‎‎Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article ‎‎Article Eight.

Paying Agent to Hold Money. Not later The Issuers will require each Paying Agent (other than 12:00 p.m. (New York, New York time), one Business Day prior to each due date the Trustee or an Affiliate of the principalTrustee) not a party to this Indenture to agree in writing that such Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, and or interest on any on, the Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee in writing of any default Default by the Issuer (or any other obligor on the Notes) Issuers in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing sopayment over to the Trustee, the Paying Agent shall (if other than the Issuers or one of their Subsidiaries) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer Issuers or any Affiliate one of the Issuer their Subsidiaries acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to any Issuer or such Subsidiary (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of money sufficient to pay such principalcreditors generally), premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing will serve as an agent of this fact and require the Trustee. The Issuers shall, before 10:00 a.m. London time on the day on which the appropriate Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the appropriate Paying Agent the payment instructions relating to such payment. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by such Paying Agent and Trustee (until notified i) for which payment instructions are not made or that are not otherwise deposited by the Trustee respective times set forth in this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to make the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal will require each Paying Agent (andexcluding, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Issuer in its capacity as initial Paying Agent), prior to such appointment, to agree in writing and the Issuer, solely in its capacity as Paying Agent, hereby agrees, that such Paying Agent shall only be obliged to remit hold all money to held by the Paying Agent for the payment of the principal of, Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders if it has actually received or the Trustee, and that such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on of the Notes) Notes in making any payment and 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 by such Paying Agent. If payment on any Note is not made when it becomes due and payable, the Paying Agent (if other than the Issuer) shall promptly notify the Issuer that it has failed to make such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing so, the Paying Agent shall (if other than the Issuer or an Affiliate thereof) will have no further liability for the money so paid over money. Upon any insolvency, bankruptcy or reorganization proceedings relating to the TrusteeIssuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes. If A Paying Agent (if other than the Issuer or any an Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient thereof) shall not be obliged to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.make payments pursuant to

Paying Agent to Hold Money. Not By no later than 12:00 p.m. 10:00 a.m. (New YorkLondon time) on the date on which any principal of, New York time)premium, one Business Day prior if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to each pay such principal, premium or interest when due date or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest on any Notes, with respect to the Issuer shall deposit with Notes represented by one or more Global Notes registered in the Principal Paying Agent money in name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders thereof. The Issuer shall require each Paying Agent that is not a party to this Indenture and that is not an Affiliate of the Trustee to agree in U.S. dollars, sufficient to pay writing that such principalPaying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, and or interest so becoming due on the due date for payment under Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes. The Issuer ), shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any paymentpayment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received from the Issuer such funds as are necessary to make such payment. The Paying Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Trustee or the Issuer or any Affiliate of the Issuer acts as Paying AgentHolders, it shallbeing understood that the obligation to make payment lies solely with the Issuer. Upon any bankruptcy, on reorganization or before each due date of any principalsimilar proceeding with respect to the Issuer, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter shall serve as Paying Agent of for the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article EightNotes.

Paying Agent to Hold Money. Not later than 12:00 p.m. Prior to 10:00 a.m. (New YorkLondon, New York England time), one Business Day prior to ) on each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and (subject to Section 2.16) interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior Notes and subject to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit receipt of such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentencemoney, the Principal Paying Agent shall remit such money to the Holders make payment on the relevant due date for payment, unless Notes in accordance with this Indenture. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and (subject to Section 2.16) interest on the Notes (whether such money has been paid to it by the Holders Issuer or any other obligor on the next Business DayNotes), but without liability for any interest resulting from and such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent (to the extent such Paying Agent is not the Trustee) to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or (subject to Section 2.16) interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York United Kingdom time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits Issuers deposit such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuers. The Issuers shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has Issuers have notified it in writing that the Issuer intends Issuers intend to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer Issuers in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not The Issuer shall, no later than 12:00 p.m. 11:00 a.m. (New York, New York London time), one Business Day prior to ) on each due date for the payment of the principal, premium, if any, and interest on any of the Notes, the Issuer shall deposit with the Principal a Paying Agent money in immediately available funds in U.S. dollars, a sum sufficient to pay such amount, such sum to be held for the Holders entitled to the same, and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Subject to actual receipt of such funds as provided by this Section 2.04 by the Paying Agent, the Paying Agent shall make payments on the Notes to the Holders entitled thereto on such date and in accordance with the provisions of this Indenture and the Notes. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer , and shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee, and upon accounting for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trusteemoney. If the Issuer Issuer, the Company or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to pay such principalthe Issuer, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter shall serve as Paying Agent of for the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article EightNotes.

Paying Agent to Hold Money. Not later than 12:00 p.m. Prior to 10:00 am (New YorkLondon, New York England time), one Business Day prior to ) on each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior Notes and subject to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit receipt of such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentencemoney, the Principal Paying Agent shall remit such money to the Holders make payment on the relevant due date for payment, unless Notes in accordance with this Indenture. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Holders Issuer or any other obligor on the next Business DayNotes), but without liability for any interest resulting from and such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent (to the extent such Paying Agent is not the Trustee) to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. 9:00 am (New York, New York London time), one ) on the Business Day prior to each due date of the principal, principal (including the PIK Interest) and premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollarseuros, sufficient to pay such principal, premium, if any, and interest PIK Interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal require each Paying Agent (and, if applicable, each other Paying Agent) shall remit than the Trustee to agree in writing that such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit hold for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and PIK Interest on the Notes (whether such money has been paid to it by the Holders Issuer or any other obligor on the relevant due date for paymentNotes), unless and such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee mayFor the avoidance of doubt, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.Trustee

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentencefirst sentence of this Section 2.04, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. Prior to 10:00 am (New YorkLondon, New York England time), ) at least one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior Notes and subject to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit receipt of such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentencemoney, the Principal Paying Agent shall remit such money to the Holders make payment on the relevant due date for payment, unless Notes in accordance with this Indenture. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Holders Issuer or any other obligor on the next Business DayNotes), but without liability for any interest resulting from and such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent (to the extent such Paying Agent is not the Trustee) to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later The Issuer will require any Paying Agent (other than 12:00 p.m. (New York, New York time), one Business Day prior to each due date the Trustee or an Affiliate of the principalTrustee) not a party to this Indenture to agree in writing that the Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, and or interest on any on, the Notes, and will notify the Issuer shall deposit with the Principal Paying Agent money Trustee (in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agentwriting) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged of any Default by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsmaking any such payment. The Principal While any such Default continues, the Trustee may require a Paying Agent shall promptly notify to pay all money held by it to the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any paymentTrustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing sopayment over to the Trustee, the Paying Agent shall (if other than the Issuer or a Subsidiary) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of money sufficient creditors generally), to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the extent permitted by law the Trustee of its action or failure to actany entity designated by it may serve as Paying Agent for the Notes. The Trustee may, if Issuer shall before 10:00 a.m. London time on the Issuer has notified it in writing that Business Day prior to the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify day on which the Paying Agent in writing of this fact and require is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Paying Agent (until notified and the Trustee the payment instructions relating to such payment. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Trustee to the contrary) to act thereafter as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and Section 2.14; and (ii) until they have confirmed receipt of funds sufficient to make the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal will require each Paying Agent (and, if applicable, each other than the Trustee in its capacity as Paying Agent) shall remit ), prior to such payment appointment, to agree in a timely manner to writing and the Holders on the relevant due date for paymentIssuer, it being acknowledged by each Holder solely in its capacity as Paying Agent, hereby agrees, that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such hold all money to held by the Paying Agent for the payment of the principal of, Make-Whole Premiums (if any), Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders on or the relevant due date for paymentTrustee, unless and that such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on of the Notes) Notes in making any payment and 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 by such Paying Agent. If payment on any Note is not made when it becomes due and payable, the Paying Agent (if other than the Issuer) shall promptly notify the Issuer that it has failed to make such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing so, the Paying Agent shall (if other than the Issuer or an Affiliate thereof) will have no further liability for the money so paid over money. Upon any insolvency, bankruptcy or reorganization proceedings relating to the TrusteeIssuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes. If A Paying Agent (if other than the Issuer or any an Affiliate of the Issuer acts as thereof) shall not be obliged to make payments pursuant to Sections 2.15 (Payments to be Made by Paying Agent, ; Deposit of Moneys) or Article 3 unless and until such time as it shall, on or before each due date has confirmed receipt of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money funds sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify make the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York England time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York England time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. Euro or dollars, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The ; provided that if the Issuer has elected to pay interest, Additional Interest or Additional Amounts, if any, through the issuance of Additional Notes in accordance with Section 2.01(d), the Issuer may issue on such Date, and each Person then entitled to payment of interest, Additional Interest or Additional Amount) shall procure payment confirmation on accept, an Additional Note in a principal amount, and in a currency, equal to such amount (in increments of $1 (in the case of Dollar Notes) or prior €1 (in the case of Euro Notes) rounded up or down to the third Business Day preceding paymentclosest full U.S. dollar or euro amount (as applicable)), and such Additional Note shall be registered in the name of the Holder of the Note with respect to which it is issued or its nominee. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuer. The Issuer shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York10:00 a.m. London, New York England time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The , provided that if the Issuer is permitted and has elected to pay interest or Additional Amounts, if any, through the issuance of PIK Notes in accordance with Section 2.01(d), the Issuer may issue on such date, and each Person then entitled to payment of interest (or Additional Amount) shall procure payment confirmation on accept, PIK Notes in a principal amount, and in a currency, equal to such interest amount (or prior Additional Amount) in incre- ments of $1 in the case of Dollar Notes or €1 in the case of Euro Notes, rounded up or down to the third Business Day preceding paymentclosest full dollar or euro, as applicable, and such PIK Notes shall be registered in the name of the Holder of the Note with respect to which they are issued or its nominee. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Pay- ing Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance remit-‌ tance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Princi- pal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuer. The Issuer shall require each Paying Agent other than the Trustee or any Affiliate of the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Issuer shall before 10:00 a.m. (London time), on the second Business Day prior to the day on which the Principal Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by authenticated SWIFT message to the Principal Paying Agent the payment instructions relat- ing to such payment. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance xxxxx- xxxxx or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight8, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) con- trary), to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited depos- ited with it in accordance with the provisions of Article Eight8.

Paying Agent to Hold Money. Not later The Issuer will require each Paying Agent other than 12:00 p.m. the Trustee and the initial Paying Agent to agree in writing that each Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of (New York, New York time), one Business Day prior to each due date of the principal, and premium, if any) or interest on the Notes, and interest on will notify the Trustee in writing of any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged Default by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsmaking any such payment. The Principal While any such Default continues, the Trustee may require a Paying Agent shall promptly notify to pay all money held by it to the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any paymentTrustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent shall (if other than the Issuer or a Subsidiary of the Issuer) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate a Subsidiary of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of money sufficient to pay such principalcreditors generally), premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to actwill serve as Paying Agent for the Notes. The Trustee may, if the Issuer has notified it in writing that the Issuer intends will provide funds to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require no later than 10:00 a.m. (London time) on the Business Day prior to the day on which the Paying Agent is to make payment. In addition, the Issuer shall cause the bank effecting payment for it to confirm, before 10:00 a.m. (until notified London time) on the third Business Day before each Payment Date, by the Trustee tested telex or authenticated SWIFT message to the contrary) Paying Agent, the payment instructions relating to act thereafter as such payment. A Paying Agent will not be obliged to pay the Holders of the Trustee Notes (or make any other payment) unless and not until such time as it has confirmed receipt of funds sufficient to make the Issuer relevant payment in relation immediately available and cleared funds. The rights of Holders of beneficial interests in the Notes to any amounts deposited with it in accordance with receive payment on such Notes are subject to the provisions applicable procedures of Article EightEuroclear and Clearstream.

Paying Agent to Hold Money. Not later The Issuer shall require each Paying Agent (other than 12:00 p.m. (New Yorkthe Trustee) to agree that such Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, New York time), one Business Day prior to each due date of the principal, interest and premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premiumAdditional Amounts, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent (if other than the Issuer or any of its Subsidiaries) shall have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer its Subsidiaries acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions rights of Article Eightcreditors generally, notify the Paying Agent in writing shall serve as an agent of this fact and require the Trustee for the Notes. The Issuer shall no later than 10:00 a.m. (London time) on the second Business Day prior to the day on which the Paying Agent (until notified by is to receive payment, procure that the Trustee bank effecting payment for it confirms via fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx payment instructions relating to the contrary) to act thereafter as such payment. A Paying Agent shall not be obliged to pay the Holders of the Trustee Notes (or make any other payment) unless and not until such time as it has confirmed receipt of funds sufficient to make the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal will require each Paying Agent (and, if applicable, each other than the Trustee in its capacity as Paying Agent) shall remit ), prior to such payment appointment, to agree in a timely manner to writing and the Holders on the relevant due date for paymentIssuer, it being acknowledged by each Holder solely in its capacity as Paying Agent, hereby agrees, that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such hold all money to held by the Paying Agent for the payment of the principal of, Make-Whole Premium (if any), Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders on or the relevant due date for paymentTrustee, unless and that such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on of the Notes) Notes in making any paymentpayment and 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 by such Paying Agent. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing so, the Paying Agent shall (if other than the Issuer or an Affiliate thereof) will have no further liability for the money so paid over money. Upon any insolvency, bankruptcy or reorganization proceedings relating to the TrusteeIssuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes. If A Paying Agent (if other than the Issuer or any an Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient thereof) shall not be obliged to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.make payments pursuant to‌

Paying Agent to Hold Money. Not The Issuer shall, no later than 12:00 p.m. noon (New York, New York London time), one Business Day prior to ) on each due date for the payment of the principal, premium, if any, Additional Amounts, if any, and interest on any of the Notes, the Issuer shall deposit with the Principal a Paying Agent money a sum in immediately available funds in U.S. dollars, sufficient to pay such amount, such sum to be held for the Holders entitled to the same, and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Subject to actual receipt of such funds as provided by this Section 2.04 by the Paying Agent, the Paying Agent shall make payments on the Notes to the Holders entitled thereto on such date and in accordance with the provisions of this Indenture and the Notes. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, Additional Amounts, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer , and shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursedTrustee. Upon payment over to the Trustee, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to (if other than the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent Issuer or a Subsidiary) shall have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to pay such principalthe Issuer, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter shall serve as Paying Agent of for the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article EightNotes.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York United Kingdom time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, pounds sterling sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits Issuers deposit such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuers. The Issuers shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has Issuers have notified it in writing that the Issuer intends Issuers intend to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer Issuers in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later The Issuer will require each Paying Agent (other than 12:00 p.m. (New Yorkthe Trustee and the Principal Paying Agent) not a party to this Indenture to agree in writing that the Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, New York time), one Business Day prior to each due date of the principal, premiumpremium or Additional Amounts, if any, and or interest on any on, the Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing sopayment over to the Trustee, the Paying Agent shall (if other than the Issuer or a Subsidiary) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of money sufficient to pay such principalcreditors generally), premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying other eligible Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter will serve as Paying Agent for the Notes. The Issuer shall before 10:00 a.m., London time, on the Business Day prior to the day on which the Principal Paying Agent to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Principal Paying Agent the payment instructions relating to such payment. The Issuer shall before 10:00 a.m., New York time, on the Business Day prior to the day on which the Dollar Notes Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Dollar Notes Paying Agent the payment instructions relating to such payment. For the avoidance of doubt, each Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by each Paying Agent, the Dollar Notes Paying Agent and the Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Issuer respective times set forth in relation this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to any amounts deposited with it in accordance with make the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later The Issuer will require each Paying Agent (other than 12:00 p.m. (New York, New York time), one Business Day prior to each due date the Trustee or an Affiliate of the principalTrustee) not a party to this Indenture to agree in writing that the Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, and or interest on any on, the Senior Secured Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at While any time such Default continues, the Trustee may require a the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may Trustee. The Issuer at any time during may require the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing sopayment over to the Trustee, the Paying Agent shall (if other than the Issuer or a Subsidiary) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of money sufficient to pay such principalcreditors generally), premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to actwill serve as Paying Agent for the Senior Secured Notes. The Trustee mayIssuer shall before 10:00 a.m., if New York time, on the Issuer has notified it in writing that Business Day prior to the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify day on which the Paying Agent in writing of this fact and require is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Paying Agent (until notified and the Trustee the payment instructions relating to such payment. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Trustee to the contrary) to act thereafter as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. Holder Lists. The Registrar will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee or the Paying Agent is not the Registrar, the Issuer will furnish to the Trustee and not the Issuer Paying Agent at least two Business Days before each interest payment date and at such other times as the Trustee or the Paying Agent may request in relation to any amounts deposited with it writing, a list of the names and addresses of the Holders of Senior Secured Notes in accordance with such form and as of such date as the provisions of Article EightTrustee or the Paying Agent may reasonably require. Transfer and Exchange.

Paying Agent to Hold Money. Not later The Issuer shall require each Paying Agent (other than 12:00 p.m. (New Yorkthe Trustee) to agree that such Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, New York time), one Business Day prior to each due date of the principal, interest and premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premiumAdditional Amounts, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent (if other than the Issuer or any of its Subsidiaries) shall have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer its Subsidiaries acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions rights of Article Eightcreditors generally, notify the Paying Agent in writing shall serve as an agent of this fact and require the Trustee for the Notes. The Issuer shall no later than 10:00 a.m. (London time) on the second Business Day prior to the day on which the Paying Agent (until notified by is to receive payment, procure that the Trustee bank effecting payment for it confirms via fax or tested SWIFT MT100 mexxxxx xx xxx Xxxxxx Xxxxx xxx xxxxxxx instructions relating to the contrary) to act thereafter as such payment. A Paying Agent shall not be obliged to pay the Holders of the Trustee Notes (or make any other payment) unless and not until such time as it has confirmed receipt of funds sufficient to make the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later The Issuer will require each Paying Agent (other than 12:00 p.m. (New Yorkthe Trustee in circumstances in which it is required to act as Paying Agent) to agree in writing that each Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, New York time), one Business Day prior to each due date of the principal, premiumpremium or Additional Amounts, if any, and or interest on any on, the Senior Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent shall (if other than the Issuer or a Subsidiary of the Issuer) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate a Subsidiary of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum all money held by it as Paying Agent and in no event shall any Paying Agent be liable for interest on any money received by it hereunder. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of money sufficient to pay such principalcreditors generally), premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to actmay serve as Paying Agent for the Senior Notes. The Trustee may, if Issuer shall no later than 10:00 a.m. (London time) on the Issuer has notified it in writing that second Business Day prior to the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify day on which the Paying Agent in writing is to receive payment, procure that the bank effecting payment for it confirms via fax or tested SWIFT MX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx payment instructions relating to such payment. A Paying Agent shall not be obliged to pay the Holders of this fact the Senior Notes (or make any other payment) unless and require until such time as it has confirmed receipt of funds sufficient to make the relevant payment. Money held by the initial Paying Agent (until notified as described in Section 2.03 above) will not be held in trust but will be held by the Trustee such Paying Agent as banker and such money shall not be held subject to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article EightUnited Kingdom's Financial Conduct Authority's Client Money Rules.

Paying Agent to Hold Money. Not later The Issuer shall require each Paying Agent other than 12:00 p.m. (New York, New York time), one Business Day prior the Trustee to each due date agree in writing that the Paying Agent will hold all money held by the Paying Agent for the payment of the principal, premium, if any, and or interest on any the Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. Money held by a Paying Agent need not be segregated, except as required by law, and in no event shall any Paying Agent be liable for interest on any money received by it hereunder. For the avoidance of doubt, any funds held by the Paying Agent as banker are not subject to UK FSA Client Money Rules. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing sopayment over to the Trustee, the Paying Agent shall will have no further liability for the money so paid over money. Upon any bankruptcy or reorganization proceedings relating to the TrusteeIssuer, The Bank of New York Mellon, London Branch will serve as Paying Agent for the Notes. If Notwithstanding any other provision of this Indenture, the Issuer Paying Agent shall be entitled to make a deduction or withholding from any Affiliate payment which it makes under this Indenture for or on account of any FATCA Withholding Tax, or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the Notes under FATCA, in which event the Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount(s) so withheld or deducted. For the avoidance of doubt, the Principal Paying Agent shall have no obligation to gross up any payment hereunder or pay any additional amount or otherwise indemnify a Holder as a result of such withholding tax. The Issuer acts as hereby covenants with the Paying Agent, to the extent such information is available to the Issuer, that it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify will provide the Paying Agent in writing of this fact and require with sufficient information so as to enable the Paying Agent (until notified to determine whether any payments to be made by the Trustee it under or pursuant to the contrarythis Indenture are withholdable payments as defined in section 1473(1) to act thereafter as Paying Agent of the Trustee and not Code or otherwise defined in FATCA. For the Issuer in relation to any amounts deposited with it in accordance with the provisions purposes of Article Eight.this Section 2.04:

Paying Agent to Hold Money. Not The Issuer shall, no later than 12:00 p.m. 10:00 a.m. (New York, New York London time), one ) on the Business Day prior to each due date for the payment of the principal, premium, if any, principal and interest on any of the Notes, the Issuer shall deposit with the Principal a Paying Agent money in immediately available funds in U.S. dollars, a sum sufficient to pay such principalamount, premium, if anysuch sum to be held on behalf of and for the benefit of the holders entitled to the same, and interest (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so becoming due on the due date for payment under the Notesto act. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal require each Paying Agent (and, if applicable, each other Paying Agent) shall remit than the Trustee to agree in writing that such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit hold for the benefit of holders or the Trustee all money held by such money to Paying Agent for the Holders payment of principal and interest on the relevant due date for paymentNotes, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the a Paying Agent shall have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the benefit of the Holders a sum of holders all money sufficient held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to pay such principalthe Issuer, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing shall serve as an Agent of this fact and require the Trustee. The Issuer shall before 10:00 am London time, on the second Business Day prior to the day on which the Paying Agent (until notified is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx payment instructions relating to such payment. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Trustee to the contrary) to act thereafter as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to make the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkWhenever the Company has one or more Paying Agents it shall, New York time), one Business Day prior to each due date of the principalPrincipal of or interest on, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal a Paying Agent money in immediately available funds in U.S. dollars, a sum sufficient to pay such principal, premium, if any, and the Principal or interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal and (unless such Paying Agent (and, if applicable, each other Paying Agentis the Trustee) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent Company shall promptly notify the Trustee of its action or failure so to act. The Company shall require each Paying Agent other than the Trustee to agree in writing, and each Paying Agent which is a party to this Indenture, by its execution hereof, hereby agrees, that such Paying Agent shall hold all money held by such Paying Agent for the payment of Principal or interest on the Notes, and that such Paying Agent shall notify the Trustee of any default Default by the Issuer (Company or any other obligor on of the Notes) Notes in making any paymentsuch payment and 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 by such Paying Agent. If the Company or one of its Restricted Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders of the Notes all money held by it as Paying Agent. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing soso doing, the Paying Agent (if other than the Company or a Restricted Subsidiary of the Company) shall have no further liability for the money so paid over such money. Upon any bankruptcy or reorganization proceedings relating to the TrusteeCompany, the Trustee shall serve as Paying Agent for the Notes. If A Paying Agent shall not be obligated to pay the Issuer or any Affiliate Holders of the Issuer acts Notes (or make any other payment) unless and until such time as it has confirmed receipt of funds sufficient to make the relevant payment. The Paying Agent, Agent shall be entitled to deal with money paid to it shall, on or before each due date of any principal, premium, if any, or interest on by the Notes, segregate and hold in a separate trust fund Company for the benefit purposes of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact same manner as other money paid to a banker by its customers and require the Paying Agent (until notified by the Trustee shall not be liable to account to the contrary) to act thereafter as Paying Agent Company for any interest or other amounts in respect of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightmoney.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York United Kingdom time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, dollars sufficient to pay such principal, premium, if any, and interest so becoming due on the due ​ ​ date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits Issuers deposit such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuers. The Issuers shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has Issuers have notified it in writing that the Issuer intends Issuers intend to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer Issuers in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York United Kingdom time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. euro or dollars, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits Issuers deposit such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuers. The Issuers shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has Issuers have notified it in writing that the Issuer intends Issuers intend to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer Issuers in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal will require each Paying Agent (andexcluding, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Issuer in its capacity as initial Paying Agent), prior to such appointment, to agree in writing and the Issuer, solely in its capacity as Paying Agent, hereby agrees, that such Paying Agent shall only be obliged to remit hold all money to held by the Paying Agent for the payment of the principal of, Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders if it has actually received or the Trustee, and that such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on of the Notes) Notes in making any payment and 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 by such Paying Agent. If payment on any Note is not made when it becomes due and payable, the Paying Agent (if other than the Issuer) shall promptly notify the Issuer that it has failed to make such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing so, the Paying Agent shall (if other than the Issuer or an Affiliate thereof) will have no further liability for the money so paid over money. Upon any insolvency, bankruptcy or reorganization proceedings relating to the TrusteeIssuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes. If A Paying Agent (if other than the Issuer or any an Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient thereof) shall not be obliged to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.make payments pursuant to‌

Paying Agent to Hold Money. Not later than 12:00 p.m. 9:00 am (New York, New York London time), one ) on the Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollarseuros, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal require each Paying Agent (and, if applicable, each other Paying Agent) shall remit than the Trustee to agree in writing that such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit hold for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Holders Issuer or any other obligor on the relevant due date for paymentNotes), unless and such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee mayAt the Issuer's written request, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent will complete for an Interest Payment Date the supplementary annex set forth in writing Exhibit D hereto. The Paying Agent shall have no duty or responsibility to comply with any tax obligations arising out of this fact Indenture and require shall not be liable for any amounts owed to any person, entity or government authority due to its failure to properly complete the supplementary annex referred to in Exhibit D. For the avoidance of doubt, the Paying Agent (until notified and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Trustee to the contrary) to act thereafter as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04, (ii) and until they have confirmed receipt of funds sufficient to make the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), 11:00 a.m. London time one Business Day day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal require each Paying Agent (and, if applicable, each other Paying Agent) shall remit than the Trustee or an affiliate of the Trustee to agree in writing that such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit hold in trust for the benefit of the Holders and the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Holders Issuer or any other obligor on the relevant due date for paymentNotes), unless and such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer its Subsidiaries acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if Issuer shall on the Issuer has notified it in writing that Business Day prior to the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify day on which the Paying Agent in writing is to receive any payment of this fact principal, premium, if any, and require interest on the Notes, procure that the bank effecting payment for the Issuer confirms by tested Swift MT199 message, email (or equivalent message) to the Paying Agent (until notified that the payment instructions relating to such payment have been sent to the Paying Agent. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Trustee to the contrary) to act thereafter as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04; and (ii) until the Paying Agent and Trustee have confirmed receipt of the Trustee and not the Issuer in relation funds sufficient to any amounts deposited with it in accordance with the provisions of Article Eightmake such relevant payment.

Paying Agent to Hold Money. Not later ‌ The Issuer will require any Paying Agent (other than 12:00 p.m. (New York, New York time), one Business Day prior to each due date the Trustee or an Affiliate of the principalTrustee) not a party to this Indenture to agree in writing that the Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, and or interest on any on, the Notes, and will notify the Issuer shall deposit with the Principal Paying Agent money Trustee (in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agentwriting) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged of any Default by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsmaking any such payment. The Principal While any such Default continues, the Trustee may require a Paying Agent shall promptly notify to pay all money held by it to the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any paymentTrustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing sopayment over to the Trustee, the Paying Agent shall (if other than the Issuer) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of money sufficient creditors generally), to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the extent permitted by law the Trustee of its action or failure to actany entity designated by it may serve as Paying Agent for the Notes. The Trustee may, if Issuer shall before 10:00 a.m. London time on the Issuer has notified it in writing that Business Day prior to the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify day on which the Paying Agent in writing of this fact and require is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Paying Agent (until notified and the Trustee the payment instructions relating to such payment. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Trustee to the contrary) to act thereafter as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and Section 2.14; and (ii) until they have confirmed receipt of funds sufficient to make the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, dollars sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkPrior to 11:00 a.m. London time, New York time), one Business Day prior to on each due date of the principalprincipal of, premium, if any, and or interest or Additional Amounts on any NotesNote is due and payable, the Issuer shall deposit with the Principal Paying Agent money a sum sufficient in Euro in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and premi-um or interest so becoming due on the due date for payment under the Noteswhen due. The Issuer shall procure payment confirmation on or prior to require the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agentthan the Trustee) shall remit to agree in writing that such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any paymentpayment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund for the benefit of the Trustee and the Holders. The Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the TrusteeTrus-tee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes. The Paying Agent will hold all funds received pursuant hereto as banker and as a result, such money will not be held in accordance with the rules established by the United Kingdom’s Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to cli-ent money. The Paying Agent shall not be bound to make any payment pursuant to this Indenture unless and until it is has received in cleared funds the full amounts due from the Issuer or any Affiliate of the Guarantor pursuant to this Section 2.4. The Issuer acts as Paying Agent, it shallshall before 10:00 a.m. (London time), on or before each due date of any principal, premium, if any, or interest the second Business Day prior to the day on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify which the Paying Agent in writing of this fact and require is to receive payment, procure that the Paying Agent (until notified bank effecting payment for it confirms by the Trustee fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx payment instructions relating to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.such payment. SECTION 2.5

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York United Kingdom time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. euro or dollars, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits Issuers deposit such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuers. The Issuers shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has Issuers have notified it in writing that the Issuer intends Issuers intend to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer Issuers in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not No later than 12:00 p.m. (New York, New York time), one 10:00 a.m. London time on the Business Day prior to each due date of the principalprincipal of, premium, interest and premium (if any, and interest ) on any NotesNote, the Issuer shall deposit with the Principal appropriate Paying Agent money (or if the Issuer or a Restricted Subsidiary of the Issuer is acting as Paying Agent, segregate and hold in immediately available funds in U.S. dollars, trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal, premium, interest and premium (if any, and interest ) when so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit subject to receipt of such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentencemonies, the Principal Paying Agent shall remit such money to the Holders make payment on the relevant due date for paymentNotes in accordance with this Indenture. If the Issuer or a Restricted Subsidiary acts as Paying Agent, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case it shall segregate the Principal money held by it as Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if and hold it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any paymentas a separate trust fund. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and or such entity designated by the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee for this purpose and to account for any funds disburseddisbursed by the Paying Agent. Upon doing socomplying with this Section 2.05, the Paying Agent shall have no further liability for the money so paid over delivered to the Trustee. If the The Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest shall no later than 2:00 p.m. (London time) on the Notes, segregate and hold in a separate trust fund for second Business Day prior to the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify day on which the Paying Agent in writing is to receive payment, procure that the bank effecting payment for it confirms via fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx payment instructions relating to such payment. A Paying Agent shall not be obliged to pay the Holders of this fact the Notes (or make any other payment) unless and require until such time as it has confirmed receipt of funds sufficient to make the relevant payment. For the avoidance of doubt, the Paying Agent (until notified and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Trustee to the contrary) to act thereafter as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.05, (ii) and until they have confirmed receipt of funds sufficient to make the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.relevant payment.‌

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York England time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. euro or dollars, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The ; provided that if the Issuer has elected to pay interest, Additional Amounts, if any, through the issuance of Additional Notes in accordance with Section 2.01(d), the Issuer may issue on such Date, and each Person then entitled to payment of interest or Additional Amounts) shall procure payment confirmation on accept, an Additional Note in a principal amount, and in a currency, equal to such amount (in increments of $1 (in the case of Dollar Notes) or prior €1 (in the case of Euro Notes) rounded up or down to the third Business Day preceding paymentclosest full U.S. dollar or euro amount (as applicable)), and such Additional Note shall be registered in the name of the Holder of the Note with respect to which it is issued or its nominee. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuer. The Issuer shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, Indenture and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later The Issuer will require each Paying Agent (other than 12:00 p.m. (New York, New York time), one Business Day prior to each due date the Trustee or an Affiliate of the principalTrustee) not a party to this Indenture to agree in writing that the Paying Agent will hold all money held by the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, and or interest on any on, the Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing sopayment over to the Trustee, the Paying Agent shall (if other than the Issuer, the Company or a Subsidiary of the Company) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer Issuer, the Company or any Affiliate a Subsidiary of the Issuer Company acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent unless the Issuer, the Company or such Subsidiary is subject to insolvency, bankruptcy or reorganization proceedings (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), in which case a sum of money sufficient to pay Paying Agent (other than the Issuer, the Company or such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of Subsidiary) will act as provided in this Indenture, and shall promptly notify Paying Agent for the Trustee of its action or failure to actNotes. The Trustee mayIssuer shall before 10:00 a.m., if London time, on the Issuer has notified it in writing that Business Day prior to the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify day on which the Paying Agent in writing is to receive payment, procure that the bank effecting payment for it confirms by facsimile or tested SWIFT MT000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx xayment instructions relating to such payment. For the avoidance of this fact and require doubt, the Paying Agent (until notified and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Trustee to the contrary) to act thereafter as Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to make the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkWhenever the Company has one or more Paying Agents it shall, New York time), one Business Day prior to each due date of the principalPrincipal of or interest on, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal a Paying Agent money in immediately available funds in U.S. dollars, a sum sufficient to pay such principal, premium, if any, and the Principal or interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal and (unless such Paying Agent (and, if applicable, each other Paying Agentis the Trustee) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent Company shall promptly notify the Trustee of its action or failure so to act. The Company shall require each Paying Agent other than the Trustee to agree in writing, and each Paying Agent which is a party to this Indenture, by its execution hereof, hereby agrees, that such Paying Agent shall hold all money held by such Paying Agent for the payment of Principal or interest on the Notes, and that such Paying Agent shall notify the Trustee of any default Default by the Issuer (Company or any other obligor on of the Notes) Notes in making any paymentsuch payment and 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 by such Paying Agent. If the Company or one of its Restricted Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders of the Notes all money held by it as Paying Agent. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing soso doing, the Paying Agent (if other than the Company or a Restricted Subsidiary of the Company) shall have no further liability for the money so paid over such money. Upon any bankruptcy or reorganization proceedings relating to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying AgentCompany, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter shall serve as Paying Agent for the Notes. A Paying Agent shall not be obligated to pay the Holders of the Trustee Notes (or make any other payment) unless and not until such time as it has confirmed receipt of funds sufficient to make the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not No later than 12:00 p.m. (New York, 10:00 a.m. New York time), one Business Day prior to time on each due date of the principalprincipal of, premium, interest and premium (if any, and interest ) on any NotesNote, the Issuer shall deposit with the Principal appropriate Paying Agent money (or if the Issuer or a Restricted Subsidiary of the Issuer is acting as Paying Agent, segregate and hold in immediately available funds in U.S. dollars, trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal, premium, interest and premium (if any, and interest ) when so becoming due and, subject to receipt of such monies, the Paying Agent shall make payment on the due date for payment under Notes in accordance with this Indenture. If the NotesIssuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer shall procure payment confirmation before 10:00 am (New York time), on or the Business Day prior to the third Business Day preceding payment. The Principal day on which the Paying Agent (andis to receive payment, if applicable, each or such other day and time as may be agreed between the Issuer and the Paying Agent) shall remit such payment in a timely manner , procure that the bank effecting payments for it confirms by fax or tested SWIFT MT100 message to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit irrevocable payment instructions relating to such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and or such entity designated by the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee for this purpose and to account for any funds disburseddisbursed by the Paying Agent. Upon doing socomplying with this Section 2.05, the Paying Agent shall have no further liability for the money so paid over delivered to the Trustee. If For the Issuer or any Affiliate avoidance of the Issuer acts as Paying Agentdoubt, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee (until notified i) for which payment instructions are not made or that are not otherwise deposited by the Trustee respective times set forth in this Section 2.05, (ii) and until they have confirmed receipt of funds sufficient to make the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later The Issuer shall require the Paying Agent (other than 12:00 p.m. (New Yorkthe Trustee) to agree that the Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, New York time), one Business Day prior to each due date of the principal, interest and premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premiumAdditional Amounts, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent (if other than the Issuer or a Restricted Subsidiary) shall have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer a Restricted Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions rights of Article Eightcreditors generally), notify the Paying Agent in writing shall serve as an agent of this fact and require the Trustee for the Notes. The Issuer shall, no later than 10:00 a.m. (London time) on the Business Day prior to which the Paying Agent (until notified by is to receive payment, procure that the Trustee bank effecting payment for it confirms via fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx payment instructions relating to the contrary) to act thereafter as such payment. The Paying Agent shall not be obliged to pay the Holders of the Trustee Notes (or make any other payment) unless and not until such time as it has confirmed receipt of funds sufficient to make the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to ) on each due date of the principal, premiumpremium (including the Redemption Premium), if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premiumpremium (including the Redemption Premium), if any, and interest so becoming due on the due date for payment under the such Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the applicable Holders on the relevant due date for payment, it being acknowledged by each applicable Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the applicable Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to the applicable Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the applicable series of Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premiumpremium (including the Redemption Premium), if any, or interest on the applicable series of Notes, segregate and hold in a separate trust fund for the benefit of the applicable Holders a sum of money sufficient to pay such principal, premiumpremium (including the Redemption Premium), if any, or interest so becoming due until such sum of money shall be paid to such applicable Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not No later than 12:00 p.m. (New York, New York time), 11:00 a.m. London time one Business Day prior to each due date of the principalprincipal of, premium, interest and premium (if any, and interest ) on any NotesNote, the Issuer shall deposit with the Principal appropriate Paying Agent money (or if the Issuer or a Restricted Subsidiary of the Issuer is acting as Paying Agent, segregate and hold in immediately available funds in U.S. dollars, trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal, premium, interest and premium (if any, and interest ) when so becoming due and, subject to receipt of such monies, the Paying Agent shall make payment on the due date for payment under Notes in accordance with this Indenture. If the NotesIssuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer shall procure payment confirmation before 10:00 am London time, on or the Business Day prior to the third Business Day preceding payment. The Principal day on which the Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner is to the Holders on the relevant due date for receive payment, procure that the bank effecting payment for it being acknowledged confirms by each Holder that if the Issuer deposits fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx irrevocable payment instructions relating to such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer and the Trustee at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and or such entity designated by the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee for this purpose and to account for any funds disburseddisbursed by the Paying Agent. Upon doing socomplying with this Section 2.05, the Paying Agent shall have no further liability for the money so paid over delivered to the Trustee. If For the Issuer or any Affiliate avoidance of the Issuer acts as Paying Agentdoubt, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee (until notified i) for which payment instructions are not made or that are not otherwise deposited by the Trustee respective times set forth in this Section 2.05, (ii) and until they have confirmed receipt of funds sufficient to make the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York United Kingdom time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, euro sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits Issuers deposit such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuers. The Issuers shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has Issuers have notified it in writing that the Issuer intends Issuers intend to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer Issuers in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. 9:00 am (New York, New York London time), one ) on the Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollarsdollars or euros, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer Issuers shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal require each Paying Agent (and, if applicable, each other Paying Agent) shall remit than the Trustee to agree in writing that such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit hold for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Holders Issuers or any other obligor on the relevant due date for paymentNotes), unless and such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee mayAt either Issuer's written request, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent will complete for an Interest Payment Date the supplementary annex set forth in writing Exhibit D hereto. The Paying Agent shall have no duty or responsibility to comply with any tax obligations arising out of this fact Indenture and require shall not be liable for any amounts owed to any person, entity or government authority due to its failure to properly complete the supplementary annex referred to in Exhibit D. For the avoidance of doubt, the Paying Agent (until notified and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04, (ii) and until they have confirmed receipt of funds sufficient to make the relevant payment. Holders List. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the contrary) to act thereafter Trustee, in writing no later than the Record Date for each Interest Payment Date and at such other times as Paying Agent the Trustee may request in writing, a list in such form and as of such Record Date as the Trustee may reasonably require of the Trustee names and not addresses of Holders, including the Issuer in relation to any amounts deposited with it in accordance with aggregate principal amount of Notes held by each Holder, which, for the provisions avoidance of Article Eightdoubt, includes custodian holders of record of the Notes, including Euroclear and Clearstream.

Paying Agent to Hold Money. Not later than 12:00 p.m. 9:00 am (New York, New York London time), one ) on the Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollarsdollars or euros, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal require each Paying Agent (and, if applicable, each other Paying Agent) shall remit than the Trustee to agree in writing that such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit hold for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Holders Issuer or any other obligor on the relevant due date for paymentNotes), unless and such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee mayAt the Issuer’s written request, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent will complete for an Interest Payment Date the supplementary annex set forth in writing Exhibit D hereto. The Paying Agent shall have no duty or responsibility to comply with any tax obligations arising out of this fact Indenture and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and shall not the Issuer in relation be liable for any amounts owed to any amounts deposited with it person, entity or government authority due to its failure to properly complete the supplementary annex referred to in accordance with the provisions of Article Eight.Exhibit D.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New YorkLondon, New York England time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, dollars sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits Issuers deposit such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear fundsIssuers. The Issuers shall require each Paying Agent other than the Trustee (including where acting as the Principal Paying Agent) to agree in writing that such Paying Agent shall hold for the benefit of the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has Issuers have notified it in writing that the Issuer intends Issuers intend to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) ), to act thereafter as Paying Agent of the Trustee and not the Issuer Issuers in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later The Issuer will require each Paying Agent (other than 12:00 p.m. (New York, New York time), one Business Day prior to each due date the Trustee or an Affiliate of the principalTrustee) not a party to this Indenture to agree in writing that the Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premiumpremium or Additional Amounts, if any, and or interest on any on, the Second Lien Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at While any time such Default continues, the Trustee may require a the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may Trustee. The Issuer at any time during may require the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing sopayment over to the Trustee, the Paying Agent shall (if other than the Issuer or a Subsidiary) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of money sufficient to pay such principalcreditors generally), premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to actwill serve as Paying Agent for the Second Lien Notes. The Trustee mayIssuer shall before 10:00 a.m., if New York time, on the Issuer has notified it in writing that Business Day prior to the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify day on which the Paying Agent in writing of this fact and require is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Paying Agent (until notified and the Trustee the payment instructions relating to such payment. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.Trustee

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal will require each Paying Agent (andexcluding, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Issuer in its capacity as initial Paying Agent), prior to such appointment, to agree in writing and the Issuer, solely in its capacity as Paying Agent, hereby agrees, that such Paying Agent shall only be obliged to remit hold all money to held by the Paying Agent for the payment of the principal of, Additional Amounts (if any) or interest on the Notes in trust for the benefit of the Holders if it has actually received or the Trustee, and that such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on of the Notes) Notes in making any payment and 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 by such Paying Agent. If payment on any Note is not made when it becomes due and payable, the Paying Agent (if other than the Issuer) shall promptly notify the Issuer that it has failed to make such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing so, the Paying Agent shall (if other than the Issuer or an Affiliate thereof) will have no further liability for the money so paid over money. Upon any insolvency, bankruptcy or reorganization proceedings relating to the TrusteeIssuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee (or such other entity designated by the Trustee for this purpose) will serve as Paying Agent for the Notes. If A Paying Agent (if other than the Issuer or any an Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient thereof) shall not be obliged to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid make payments pursuant to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.Section

Paying Agent to Hold Money. Not No later than 12:00 p.m. (New York10:00 a.m. London time, with respect to the Euro Notes, and no later than 10:00 a.m. New York time), one with respect to the Dollar Notes, on the Business Day prior to each due date of the principal, interest and premium, if any, and interest Additional Amounts on any NotesNote, the Issuer Issuers shall deposit with the Principal appropriate Paying Agent money (or if the Issuers or a Restricted Subsidiary of the Issuers are acting as Paying Agent, segregate and hold in immediately available funds in U.S. dollars, trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal, interest and premium, if any, and interest Additional Amounts when so becoming due and, subject to receipt of such monies, the Paying Agent shall make payment on the due date for payment under Notes in accordance with this Indenture. If the NotesIssuers or a Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer Issuers shall procure payment confirmation before 10:00 a.m. London time, with respect to the Euro Notes, and no later than 10:00 a.m. New York time, with respect to the Dollar Notes, on or the second Business Day prior to the third Business Day preceding day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT XX000 xxxxxxx xx xxx Xxxxxx Xxxxx xxx irrevocable payment instructions relating to such payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and or such entity designated by the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee for this purpose and to account for any funds disburseddisbursed by the Paying Agent. Upon doing socomplying with this ‎Section 2.05, the Paying Agent shall have no further liability for the money so paid over to money. For the Trustee. If the Issuer or any Affiliate avoidance of the Issuer acts as Paying Agentdoubt, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the #94579868v11 Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee (until notified i) for which payment instructions are not made or that are not otherwise deposited by the Trustee respective times set forth in this ‎Section 2.05, (ii) and until they have confirmed receipt of funds sufficient to make the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later than 12:00 p.m. 11:00 a.m. (New York, New York time), one Business Day prior with respect to the Dollar Notes, and not later than 11:00 a.m. (London, England time), with respect to the Euro Notes, in each case, on each due date of the principalprincipal of, premium, if any, and interest on any Notes, the Issuer Company shall deposit with the Principal applicable Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principalprincipal of, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer Company shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal require each Paying Agent (and, if applicable, each other Paying Agent) shall remit than the Trustee or the other agents party hereto to agree in writing that such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit hold for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Holders Company or any other obligor on the relevant due date for paymentNotes), unless and such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Company or any Affiliate of the Issuer Company acts as Paying Agent, it shall, on or before each due date of any principalprincipal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principalprincipal of, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee mayFor the avoidance of doubt, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing shall not be obligated or liable to make any payment of this fact principal of, premium, if any, and require interest on the Paying Agent (Notes until notified by such time that it has received funds from the Trustee Company sufficient to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eightpay such payment.

Paying Agent to Hold Money. Not later The Issuer will require each Paying Agent (other than 12:00 p.m. (New Yorkthe Trustee) not a party to this Indenture to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, New York time), one Business Day prior to each due date of the principal, premiumpremium or Additional Amounts, if any, and or interest on any on, the Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing sopayment over to the Trustee, the Paying Agent shall (if other than the Issuer or a Subsidiary) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of money sufficient to pay such principalcreditors generally), premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter will serve as Paying Agent for the Notes. The Issuer shall before 10:00 a.m., London time, on the second Business Day prior to the day on which the Principal Paying Agent is to receive payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the Principal Paying Agent the payment instructions relating to such payment. For the avoidance of doubt, the Principal Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Principal Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the Issuer respective times set forth in relation this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to any amounts deposited with it in accordance with make the provisions of Article Eightrelevant payment.

Paying Agent to Hold Money. Not later The Issuer will require each Paying Agent other than 12:00 p.m. (New York, New York time), one Business Day prior the Trustee to each due date agree in writing that the Paying Agent will hold all money held by the Paying Agent for the payment of the principal, premium, if any, and or interest on any the Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent shall (if other than the Issuer or a Subsidiary) will have no further liability for the money so paid over to the Trusteemoney. If the Issuer or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee and Deutsche Bank AG, London Branch will serve as Paying Agents for the Notes. Money held by a sum of money sufficient to pay such principalPaying Agent need not be segregated, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of except as provided in this Indenturerequired by law, and in no event shall promptly notify the Trustee of its action or failure to actany Paying Agent be liable for interest on any money received by it hereunder. The Trustee may, if Agents will hold all funds as banker subject to the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge terms of this Indenture and as a result, such money will not be held in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified rules established by the Trustee Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer time in relation to client money. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Indenture and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. The Registrar will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. The Issuer will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders. Neither the Trustee nor any amounts deposited with it of its Agents will have any responsibility or be liable for any aspect of the records in accordance with relation to, or payments made on account of, beneficial ownership interests in the provisions of Article EightGlobal Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Paying Agent to Hold Money. Not later than 12:00 p.m. 9:00 am (New York, New York London time), one ) on the Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer Issuers shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollarsdollars or euros, as applicable, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer Issuers shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal require each Paying Agent (and, if applicable, each other Paying Agent) shall remit than the Trustee to agree in writing that such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit hold for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Holders Issuers or any other obligor on the relevant due date for paymentNotes), unless and such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer Issuers or any Affiliate of the Issuer Issuers acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action action‌ or failure to act. The Trustee mayAt either Issuer’s written request, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent will complete for an Interest Payment Date the supplementary annex set forth in writing Exhibit D hereto. The Paying Agent shall have no duty or responsibility to comply with any tax obligations arising out of this fact Indenture and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and shall not the Issuer in relation be liable for any amounts owed to any amounts deposited with it person, entity or government authority due to its failure to properly complete the supplementary annex referred to in accordance with the provisions of Article Eight.Exhibit D.

Paying Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date Each Paying Agent shall hold for the benefit of the Holders or the Trustee all money received by the Paying Agent for the payment of principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premiumor Special Interest, if any, and interest so becoming due on the due date for payment under Notes (whether such money has been paid to it by the Company or any other obligor on the Notes. The Issuer shall procure payment confirmation on or prior to ), and the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to Company and the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default failure by the Issuer Company (or any other obligor on the Notes) in making any paymentsuch payment The Paying Agent will not hold any amounts in trust. Money held by a Paying Agent need not be segregated (other than when the Company acts as a Paying Agent), except as required by law, and in no event shall any Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require a each Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment defaultmay, upon written request to if such a Paying Agentdefault has occurred and is continuing, require such any Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon doing somaking such payment, the relevant Paying Agent shall have no further liability for the money so paid over delivered to the Trustee. If the Issuer Company or any Affiliate of the Issuer a Subsidiary acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, will segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to pay such principalthe Company, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter will serve as Paying Agent of for the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article EightNotes.

Paying Agent to Hold Money. Not later than 12:00 p.m. 10:00 a.m. (New York, New York time), one Business Day prior to each due date of the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent (and, if applicable, any other Paying Agent) money in immediately available funds in U.S. dollarsdollars (with respect to the USD Notes) and Euros (with respect to the Euro Notes), sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent (and, if applicable, any other Paying Agent) after the time specified in the immediately preceding sentence, the Principal Paying Agent (and, if applicable, any other Paying Agent) shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent (and, if applicable, any other Paying Agent) shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent (and, if applicable, any other Paying Agent) shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. The Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money. Not later than 12:00 p.m. Prior to 10:00 a.m. (New York, New York London time), one Business Day prior to ) on each due date of the principal of and interest on any Note, the Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuer shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, and or interest on any the Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent shall promptly will notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing sounder this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money so paid over money. Upon any bankruptcy or reorganization proceedings relating to the Trustee. If Issuer, the Issuer or any Affiliate of the Issuer acts Trustee shall serve as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on Agent for the Notes. For the avoidance of doubt, segregate a Paying Agent and hold the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in a separate trust fund for the benefit this Section 2.04 and (ii) until they have confirmed receipt of the Holders a sum of money funds sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of make the relevant payment. No money shall held by an Agent needs to be paid to such Holders or otherwise disposed of segregated except as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to actis required by law. The Trustee may, if Agents will hold all funds as banker subject to the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge terms of this Indenture and as a result, such money will not be held in accordance with the provisions of Article Eight, notify the Paying Agent in writing of this fact and require the Paying Agent (until notified rules established by the Trustee Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to the contrary) to act thereafter as Paying Agent of the Trustee and not the Issuer time in relation to any amounts deposited with it in accordance with the provisions of Article Eightclient money.