Common use of Provision as to Paying Agent Clause in Contracts

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.04, (i) that it will hold all sums held by it as such agent for the payment of the principal of, or interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the holders of the Notes; (ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of or interest on the Notes when the same shall be due and payable; and 10 15 (iii) that it will at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the holders of the Notes a sum sufficient to pay such principal, or interest so becoming due and will notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor under the Notes) to make any payment of the principal of, or interest on the Notes when the same shall become due and payable. (c) Anything in this Section 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Notes hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such Notes by the Trustee or any paying agent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.04 is subject to Sections 11.03 and 11.04. SECTION 3.05.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee with respect to the NotesTrustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.043.4, (i) that it will hold all sums held by it as such agent for the payment of the principal ofof and premium, if any, or interest interest, if any, on the Notes Debentures (whether such sums have been paid to it by the Company or by any other obligor on the NotesDebentures) in trust for the benefit of the holders of the NotesDebentures; (ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest interest, if any, on the Notes Debentures when the same shall be due and payable; and 10 15 (iii) that it will will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal ofof and premium, if any, or interest or other payments, if any, on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the holders of the Notes Debentures a sum sufficient to pay such principal, premium, interest or interest other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the NotesDebentures) to make any payment of the principal ofof and premium, if any, or interest or other payments, if any, on the Notes Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (cunless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. Anything in this Section 3.04 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Notes hereunderDebentures, or for any other reason, pay, or direct any paying agent to pay or cause to be paid to the Trustee all sums held in trust for by the Company or any such Notes by the Trustee or any paying agent hereunder, as required by this Section 3.04agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.04 is subject to Sections 11.03 and 11.04. SECTION 3.05.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee with respect to the NotesTrustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.043.4, (i) that it will hold all sums held by it as such agent for the payment of the principal ofof and premium, if any, or interest interest, if any, on the Notes Debentures (whether such sums have been paid to it by the Company or by any other obligor on the NotesDebentures) in trust for the benefit of the holders of the NotesDebentures; (ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest interest, if any, on the Notes Debentures when the same shall be due and payable; and 10 15 (iii) that it will will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal ofof and premium, if any, or interest or other payments, if any, on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the holders of the Notes Debentures a sum sufficient to pay such principal, premium, interest or interest other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the NotesDebentures) to make any payment of the principal ofof and premium, if any, or interest or other payments, if any, on the Notes Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (cunless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. Anything in this Section 3.04 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Notes hereunderDebentures, or for any other reason, pay, or direct any paying agent to pay or cause to be paid to the Trustee all sums held in trust for by the Company or any such Notes by the Trustee or any paying agent hereunder, as required by this Section 3.04agent, such sums to be held by the Trustee upon the trusts herein contained. (d) <PAGE> Anything in this Section 3.04 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.04 3.4 is subject to Sections 11.03 12.3 and 11.04. SECTION 3.0512.4.

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee with respect to the NotesTrustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.043.4, (i1) that it will hold all sums held by it as such agent for the payment of the principal ofof and premium, if any, or interest interest, if any, on the Notes Debentures (whether such sums have been paid to it by the Company or by any other obligor on the NotesDebentures) in trust for the benefit of the holders of the NotesDebentures; (ii2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest interest, if any, on the Notes Debentures when the same shall be due and payable; and 10 15 (iii3) that it will will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal ofof and premium, if any, or interest or other payments, if any, on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the holders of the Notes Debentures a sum sufficient to pay such principal, premium, interest or interest other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the NotesDebentures) to make any payment of the principal ofof and premium, if any, or interest or other payments, if any, on the Notes Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.04 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Notes hereunderDebentures, or for any other reason, pay pay, or cause to be paid to the Trustee all sums held in trust for any such Notes by the Trustee or any paying agent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.04 is subject to Sections 11.03 and 11.04. SECTION 3.05.direct any

Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee with respect to the NotesTrustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.043.4, (i1) that it will hold all sums held by it as such agent for the payment of the principal ofof and premium, if any, or interest interest, if any, on the Notes Debentures (whether such sums have been paid to it by the Company or by any other obligor on the NotesDebentures) in trust for the benefit of the holders of the NotesDebentures; (ii2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the NotesDebentures) to make any payment of the principal of and premium, if any, or interest interest, if any, on the Notes Debentures when the same shall be due and payable; and 10 15 (iii3) that it will will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it as such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal ofof and premium, if any, or interest or other payments, if any, on the NotesDebentures, set aside, segregate and hold in trust for the benefit of the holders of the Notes Debentures a sum sufficient to pay such principal, premium, interest or interest other payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the NotesDebentures) to make any payment of the principal ofof and premium, if any, or interest or other payments, if any, on the Notes Debentures when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.04 3.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Notes hereunderDebentures, or for any other reason, pay, or direct any paying agent to pay or cause to be paid to the Trustee all sums held in trust for by the Company or any such Notes by the Trustee or any paying agent hereunder, as required by this Section 3.04agent, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 3.04 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.04 3.4 is subject to Sections 11.03 12.3 and 11.0412.4. SECTION 3.053.5.