ANY) AND CASH INTEREST THEN DUE OR (B) IN THE CASE OF INTEREST,
PAID SUCH INTEREST IN THE FORM OF PIK INTEREST IN ACCORDANCE WITH THE TERMS OF
THIS INDENTURE.
FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANY OTHER
PROVISION OF THIS INDENTURE OR THE NOTES, INTEREST THAT IS PAID IN THE FORM OF
PIK INTEREST SHALL BE CONSIDERED PAID OR DULY PROVIDED FOR, FOR ALL PURPOSES OF
THIS INDENTURE AND THE NOTES, AND SHALL NOT BE CONSIDERED OVERDUE.
SECTION 402
MAINTENANCE OF OFFICE OR AGENCY.
(A)
THE COMPANY SHALL MAINTAIN IN THE UNITED STATES AN OFFICE OR AGENCY WHERE
NOTES MAY BE PRESENTED OR SURRENDERED FOR PAYMENT, WHERE NOTES MAY BE
SURRENDERED FOR TRANSFER OR EXCHANGE AND WHERE NOTICES AND DEMANDS TO OR UPON
THE COMPANY IN RESPECT OF THE NOTES AND THIS INDENTURE MAY BE SERVED.
THE
COMPANY SHALL GIVE PROMPT WRITTEN NOTICE TO THE TRUSTEE OF THE LOCATION, AND OF
ANY CHANGE IN THE LOCATION, OF SUCH OFFICE OR AGENCY.
IF AT ANY TIME THE
COMPANY SHALL FAIL TO MAINTAIN SUCH OFFICE OR AGENCY OR SHALL FAIL TO FURNISH
THE TRUSTEE WITH THE ADDRESS THEREOF, SUCH PRESENTATIONS, SURRENDERS, NOTICES
AND DEMANDS MAY BE MADE OR SERVED AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE.
H-70
(B)
THE COMPANY MAY ALSO FROM TIME TO TIME
DESIGNATE ONE OR MORE OTHER OFFICES OR AGENCIES WHERE THE NOTES MAY BE PRESENTED
OR SURRENDERED FOR ANY OR ALL PURPOSES AND MAY FROM TIME TO TIME RESCIND SUCH
DESIGNATIONS.
The Company hereby designates the Corporate Trust Office of the Trustee or its
Agent, as such office or agency of the Company in accordance with Section 305
hereof.
SECTION 403
MONEY FOR PAYMENTS TO BE HELD IN
TRUST.
IF THE COMPANY SHALL AT ANY TIME ACT AS PAYING AGENT, IT SHALL, ON OR
BEFORE 12:00 P.M., NEW YORK CITY TIME, ON EACH DUE DATE OF THE PRINCIPAL OF (AND
PREMIUM, IF ANY) OR INTEREST (INCLUDING CASH INTEREST) ON, ANY OF THE NOTES,
SEGREGATE AND HOLD IN TRUST FOR THE BENEFIT OF THE PERSONS ENTITLED THERETO A
SUM SUFFICIENT TO PAY THE PRINCIPAL (AND PREMIUM, IF ANY) OR INTEREST (INCLUDING
CASH INTEREST) SO BECOMING DUE UNTIL SUCH SUMS SHALL BE PAID TO SUCH PERSONS OR
OTHERWISE DISPOSED OF AS HEREIN PROVIDED, AND SHALL PROMPTLY NOTIFY THE TRUSTEE
OF ITS ACTION OR FAILURE SO TO ACT.
If the Company is not acting as Paying Agent, it shall, on or prior to 12:00
p.m., New York City time, on each due date of the principal of (and premium, if
any) or interest (including Cash Interest) on, any Notes, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest
(including Cash Interest) so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company shall promptly notify the
Trustee of its action or failure so to act.