Common use of Maintenance of Offices or Agencies Clause in Contracts

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency (which may include the Trustee) where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office will maintain in each Place of the Trustee or such other Payment for any series of Securities an office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities of that series (but, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company initially designates the Corporate Trust Office of the Trustee as its agency, and the Trustee is hereby appointed initially as its agent thereat, for such purposes. If Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series which is located outside the United States where Securities of such series and the coupons, if any, appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on the London Stock Exchange Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6, Trustee of the appointment or termination of any such agents and of the location location, and any change in the location location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, agency or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and such presentations, surrenders, notices and demands may be made or served on at the Corporate Trust Office principal corporate trust office of the Trustee, and the Company hereby appoints the Trustee, as its agent to receive all such presentations, surrenders, notices and demands, except that Bearer Securities of that series and the coupons, if any, appertaining thereto may be presented and surrendered for payment at the place specified for the purpose pursuant to Section 3.01. No payment of principal of (or premium, if any), or interest, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to an address in the United States or by transfer to an account maintained with a bank located in the United States except as may be permitted by United States tax laws and regulations at the time of such payment without detriment to the Company; provided, however, payment of principal of and any premium and interest denominated in Dollars on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United States if (but only if) payment of the full amount of such principal, premium and interest in Dollars at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the Currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such Currency maintained by the payee with a bank located outside the United States. The Company may from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office principal corporate trust office of the Trustee (or its agent in The City of New York) as its agent in The City of New York where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where conversion notices, certificates and other items required to be delivered to effect conversion may be delivered and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby appoints the principal corporate trust office of the Trustee (or its agent in The City of New York) as Paying Agent for the payment of principal of and interest on the Securities and as Conversion Agent for the Conversion of any of the Securities in accordance with Article XII, and appoints such office of the Trustee or its agent in the City of New York as transfer agent where Securities may be surrendered for registration of transfer or exchange. The Company may at any time and from time to time vary or terminate the appointment of any such other office agent or agency appoint any additional agents with or without cause for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee as its agent for cancelation, or moneys sufficient to pay the principal of and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of Section 10.03, the Company will maintain (i) in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, conversion and where notices and demands to or upon the Company Company, in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid (ii) subject to any laws or returned to the Company pursuant to the provisions of SECTION 9.3regulations applicable thereto, the Company will maintain in the Borough of Manhattan, The City of New Yorkany city in a Western European country, an office or agency where Securities may be presented or and surrendered for payment and conversion, where Securities may be surrendered presented for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedconversion thereof. The Company will give prompt written notice to the Trustee, and will give notice to Holders of Securities in the Holders manner specified in accordance with SECTION 1.6Section 1.05, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on and Securities may be surrendered for conversion to the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 00 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on the Corporate Trust Office of the TrusteeTrustee as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other (a) an office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served, and (b) so long as the Securities are listed on Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall require, the office of Banque de Luxembourg, 14 Bxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx, xx its agent outside of the United States where, subject to any applicable laws or regulations, Securities may be surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where Securities may be surrendered for conversion. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain (1) in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served, and (2) so long as the Securities are listed on the Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall require, subject to any laws or regulations applicable thereto, in Luxembourg an office or agency where Securities may be presented and surrendered for payment, where Securities may be presented for registration of transfer or exchange or conversion. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office office or agency of the TrusteeTrustee in the Borough of Manhattan, the City -77- 89 of New York, or other Paying Agent or Conversion Agent outside the United States, and the Company hereby appoints the Paying Agent in Luxembourg as its agent to receive such respective presentations, surrenders, notices and demands outside the United States.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where which shall initially be Wells Fargo Bank, National Association, an Affiliate of the Trustee, wxxxx Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 45 Broadway, 12th Floor, New York, New York 10006, Wells Fargo Bank, Nxxxxxxx Xxxxxxxxxxx, xxxxxxxxx: Xxxxxxxxx Xxxxx Xdmxxxxxration (Corixa Corporation 4.25% Convertible Subordinated Notes due July 1, 2008) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premiumof and interest (including Liquidated Damages, if any, and interest ) on the Securities have been made available for payment and either paid or returned to the Company -66- pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 00 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Corporate Trust Administration (xxxxxxxxx.xxx Incorporated 1.00% Convertible Senior Notes due August 1, 2010) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 50 Xxxxx Xxxxxx, Xxxx 000 Xxxxx, Xxxxxxxxx Trust Securities Window, Nxx Xxxx, Xxx Xxxx 00000, attention: Exodus Communications, Inc. 5% Convertible Subordinated Notes due March 15, 2006 one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 5.02, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6Section 13.02, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on the Corporate Trust Office of the TrusteeTrustee as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate State Street Bank and Trust Office Company, N.A., an Affiliate of the Trustee or such other office or agency of the Trustee Trustee, as its agent in the Borough of Manhattan, The City of New York, York where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities conversion notices, certificates and other items required to be delivered to effect conversion may be surrendered for conversion, delivered and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby appoints State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as Paying Agent for the payment of principal of and interest on the Securities and as Conversion Agent for the Conversion of any of the Securities in accordance with Article XIII, and appoints the office of the Trustee as transfer agent where Securities may be surrendered for registration of transfer or exchange. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents with or without cause for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the -------- ------- Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, of and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 11.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversionpayment, where Securities may be surrendered for registration of transfer or exchange exchange, where Securities may be surrendered for conversion and where notices and demands to or upon the Company Company, in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and will give notice to Holders of Securities in the Holders manner specified in accordance with SECTION 1.6Section 1.5, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on and Securities may be surrendered for conversion to the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premiumof and Liquidated Damages, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, conversion where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 00 Xxxxxxxx, 00xx Xxxxx, MAC X000-000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services (Juniper Networks, Inc. Zero Coupon Convertible Senior Notes due June 15, 2008) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands -55- 61 may be made or served at the Corporate Trust Office or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 40 Bxxxx Xxxxxx, 0xx Xxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 xx one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company or any Guarantor in respect of the Securities Securities, the Guarantee of such Guarantor endorsed thereon and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company or any Guarantor shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be The Bank of New York, an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 000 Xxxxxxx Xxxxxx, New York, New York, 10286 attention: Corporate Trust Administration (Airborne, Inc. 5.75% Convertible Senior Notes due April 1, 2007) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, York where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby appoints the principal corporate trust office of the Trustee as Paying Agent for the payment of principal of and interest on the Securities, and appoints the office of the Trustee as transfer agent where Securities may be surrendered for registration of transfer or exchange. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents with or without cause for any or all of such purposes; provided, however, that -------- ------- until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of Section 11.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company, in respect of the Securities and this Indenture, may be served. The Company will give prompt written notice to the Trustee, and will give notice to Holders of Securities in the Holders manner specified in accordance with SECTION 1.6Section 1.5, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, York where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities conversion notices, certificates and other items required to be delivered to effect conversion may be surrendered for conversion, delivered and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby appoints the Corporate Trust Office of the Trustee as Paying Agent for the payment of principal of and interest on the Securities and as Conversion Agent for the Conversion of any of the Securities in accordance with Article XIII, and appoints the Corporate Trust Office of the Trustee as transfer agent where Securities may be surrendered for registration of transfer or exchange. The Company may at any time and from time to time vary or terminate the appointment appoint ment of any such agent or appoint any additional agents with or without cause for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, of and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 11.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversionpayment, where Securities may be surrendered for registration of transfer or exchange exchange, where Securities may be surrendered for conversion and where notices and demands to or upon the Company Company, in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and will give notice to Holders of Securities in the Holders manner specified in accordance with SECTION 1.6Section 1.5, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on and Securities may be surrendered for conversion to the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company, an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 61 Broadway, 15th Floor, New York, New York 10006 attention: Corporate Xxxxx Xxxxxxxxxxxxxx (Xxxxxxxx, Xxx. 0.00% Xxxxxrtible Senior Notes due October 15, 2006) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company of California, N.A, an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 61 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 attention: Corporate Trust Administration ONI SYSTEMS CORP. 5% Convertible Subordinated Notes due October 15, 2005 as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency (which may include the Trustee) where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premiumof and interest (including Additional Interest, if any), and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 00 Xxxxxxxx, 00/xx/ Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 attention: Corporate Trust Administration (MERCURY INTERACTIVE CORPORATION 4.75% Convertible Subordinated Notes due July 1, 2007) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency (which may include the Trustee) where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest (including Liquidated Damages, if any), on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 770 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other will maintain an office or agency of where the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 5.02, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6Section 13.02, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on the Corporate Trust Office of the TrusteeTrustee as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, at 61 Broadway, New York, New York 10005, where Securities may be surrendered for registration of transfer or surrendxxxx xxx xxxxxxxxxxxx xx xxxxxxxx xx exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the TrusteeConversion Agent.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency (which may include the Trustee) where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premiumof and interest and Additional Interest, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office will maintain in each Place of the Trustee or such other Payment for any series of Securities an office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities of that series (but, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where the Securities of that series, if convertible, may be surrendered for conversion, conversion and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company may initially designates the office of the Trustee at 111 Wall Street, 14th Floor, Citibank Agency & Trustee, New York, Nxx Xxxx 00000, xx xxx Xxxxxxx xx Xxxxattan, the City of Xxx Xxxx, xx xxx xxxxxx, and the Trustee is hereby appointed initially as its agent thereat, for such purposes. If Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to any time and from time to time vary laws or terminate regulations applicable thereto, an office or agency in a Place of Payment for such series which is located outside the appointment of any such agent or appoint any additional agents for any or all United States where Securities of such purposes; PROVIDED, HOWEVER, that until all of series and the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premiumcoupons, if any, appertaining thereto may be presented and interest on the Securities have been made available surrendered for payment and either paid where Securities of such series, if convertible, may be surrendered for conversion; provided, however, that if the Securities of such series are listed on the London Stock Exchange Limited or returned to the Company pursuant to Luxembourg Stock Exchange or any other stock exchange located outside the provisions of SECTION 9.3United States and such stock exchange shall so require, the Company will maintain a Paying Agent in London or Luxembourg or any other required city located outside the Borough of ManhattanUnited States, The City of New Yorkas the case may be, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of so long as the Securities and this Indenture may be servedof such series are listed on such exchange. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6, Trustee of the appointment or termination of any such agents and of the location location, and any change in the location location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, agency or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and such presentations, surrenders, notices and demands may be made or served on at the Corporate Trust Office principal corporate trust office of the Trustee, and the Company hereby appoints the Trustee, as its agent to receive all such presentations, surrenders, notices and demands, except that Bearer Securities of that series and the coupons, if any, appertaining thereto may be presented and surrendered for payment and Bearer Securities of that series, if convertible, may be surrendered for conversion at the place specified for the purpose pursuant to Section 3.01. No payment of principal of (or premium, if any), or interest, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to an address in the United States or by transfer to an account maintained with a bank located in the United States except as may be permitted by United States tax laws and regulations at the time of such payment without detriment to the Company; provided, however, payment of principal of and any premium and interest denominated in Dollars on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United States if (but only if) payment of the full amount of such principal, premium and interest in Dollars at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the Currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such Currency maintained by the payee with a bank located outside the United States. The Company may from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Maintenance of Offices or Agencies. The Company hereby appoints (1) the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Registered Securities may be presented or surrendered for payment, where Bearer Securities and coupons may be presented or surrendered for payment in the circumstances described below (and not otherwise), where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, conversion and where notices and demands to or upon the Company in respect of the Securities and coupons and this Indenture may be servedserved and (2) the main office of the Trustee in London as its agent outside of the United States where, subject to any applicable laws or regulations, Bearer Securities and coupons may be presented and surrendered for payment. As provided in the forms of Security set forth in Section 202, payment of principal of and premium, if any, and interest on Bearer Securities and payment of any additional amounts payable on Bearer Securities pursuant to Section 1004 may be made at the Paying Agent in the Xxxxxxx xx Xxxxxxxxx, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or additional amounts, as the case may be, at offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. In addition, the Company hereby appoints (1) the main offices of Manufacturers Hanover Bank/Belgium S.A. in Brussels, Manufacturers Hanover Bank Luxembourg S.A. in Luxembourg and Manufacturers Hanover Trust Company in Frankfurt/Main, London and Zurich as additional Paying Agents for the payment of principal of (and premium, if any) and interest on the Securities, (2) the main offices of Manufacturers Hanover Bank/Belgium S.A. in Brussels, Manufacturers Hanover Bank Luxembourg S.A. in Luxembourg and Manufacturers Hanover Trust Company in Frankfurt/Main and London as additional Conversion Agents for the conversion of the Securities in accordance with Article Thirteen, and (3) the main offices of Manufacturers Hanover Bank/Belgium S.A. in Brussels and Manufacturers Hanover Bank Luxembourg S.A. in Luxembourg as additional Transfer Agents where Securities may be surrendered for registration of transfer or exchange. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, of and premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 1003, the Company will maintain (1) in the Borough of Manhattan, The City of New York, an office or agency where Registered Securities may be presented or surrendered for payment, where Bearer Securities and coupons may be presented or surrendered for payment in the circumstances described in the last sentence of the first paragraph of this Section (and conversionnot otherwise), where Securities may be surrendered for registration of transfer or exchange exchange, where Securities may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities and coupons and this Indenture may be servedserved and (3) subject to any laws or regulations applicable thereto, in a European city an office or agency where Bearer Securities and coupons may be presented or surrendered for payment and where Securities may be presented for registration of transfer or exchange and surrendered for conversion; and provided, further, that so long as the Securities are listed on the Luxembourg Stock Exchange and such stock exchange shall so require, the Company will maintain a Paying Agent and Conversion Agent in Luxembourg. The Company will give prompt written notice to the Trustee, Trustee and notice to the Holders in accordance with SECTION 1.6, of the appointment or termination of any such agents agent and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agencyagency in the Borough of Manhattan, The City of New York, or in a European city, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made (subject to the limitations described in the preceding paragraph) at and notices and demands may be served on and Securities may be surrendered for conversion to the Corporate Trust Office of the Trustee, and Securities and coupons may be presented and surrendered for payment to the Trustee at its main office in London, and the Company hereby appoints the same as its agent to receive such presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Trustee shall upon receipt forward any such notices and demands to the Company at the address specified in Section 1.5(2). The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, Accrued Original Issue Discount on and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION Section 9.3, the Company will maintain in the Borough State of ManhattanNew York, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company or any Guarantor in respect of the Securities Securities, the Guarantee of such Guarantor endorsed thereon and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company or any Guarantor shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be Wachovia Bank, National Association, an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee -76- and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at, 12 East 49th Street, Tower 49, 37th Floor, New York, New York, 10017 xxxxxxxxx: Xxxxxxxxe Trust Xxxxxxxxxxxxxx (Xxx Xxx Xxxx - Xxxxx, Xxx & Jack 4.25% Convertible Senior Notes due June 1, 2007) as one such offxxx or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office will maintain in each Place of the Trustee or such other Payment for any series of Securities an office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities of that series (but, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company initially designates an office of the Trustee in the Borough of Manhattan, the City of New York, as its agency, and the Trustee is hereby appointed initially as its agent thereat, for such purposes. If Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to any laws or regulations applicable 99 109 thereto, an office or agency in a Place of Payment for such series which is located outside the United States where Securities of such series and the coupons, if any, appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on the London Stock Exchange Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6, Trustee of the appointment or termination of any such agents and of the location location, and any change in the location location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, agency or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and such presentations, surrenders, notices and demands may be made or served on at the Corporate Trust Office principal corporate trust office of the Trustee, and the Company hereby appoints the Trustee, as its agent to receive all such presentations, surrenders, notices and demands, except that Bearer Securities of that series and the coupons, if any, appertaining thereto may be presented and surrendered for payment at the place specified for the purpose pursuant to Section 3.01. No payment of principal of (or premium, if any), or interest, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to an address in the United States or by transfer to an account maintained with a bank located in the United States except as may be permitted by United States tax laws and regulations at the time of such payment without detriment to the Company; provided, however, payment of principal of and any premium and interest denominated in Dollars on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United States if (but only if) payment of the full amount of such principal, premium and interest in Dollars at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the Currency designated for such payment pursuant to the terms of such Bearer Security 100 110 presented or mailed to an address outside the United States or by transfer to an account in such Currency maintained by the payee with a bank located outside the United States. The Company may from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 1006, State Street Bank and Trust Company, N.A., attention: Corporate Trust Administration (Extreme Networks, Inc. 3.5% Convertible Subordinated Notes due December 1, 2006) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints (a) the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Registered Securities may be presented or surrendered for payment, where Bearer Securities and coupons may be presented or surrendered for payment in the circumstances described below (and not otherwise), where Registered Securities may be surrendered for registration of transfer or exchange, where Registered Securities may be surrendered for conversion, where Bearer Securities may be surrendered for conversion in the circumstances described below (and not otherwise) and where notices and demands to or upon the Company in respect of the Securities and coupons and this Indenture may be served. , and (b) (i) the office of Midland Bank plc, Mariner House, Pepyx The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposespur poses; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain (1) in the Borough of Manhattan, The City of New York, an office or agency where Registered Securities may be presented or surrendered for payment and conversion, where Bearer -143- 155 Securities and coupons may be presented or surrendered for payment and conversion in the circumstances described in the last sentence of the first paragraph of this Section (and not otherwise), where Registered Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and coupons and this Indenture may be served, and (2) subject to any laws or regulations applicable thereto, in any city in a Western European country, an office or agency where Securities and coupons may be presented and surrendered for payment and where Securities may be presented for registration of transfer or exchange or conversion; and PROVIDED, FURTHER, that so long as the Securities are listed on the Luxembourg Stock Exchange and such stock exchange shall so require, the Company will maintain a Paying Agent and Conversion Agent in Luxembourg. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee, except that Bearer Securities and coupons may be presented and surrendered for payment and conversion to the Paying Agent in London at its office in the City of London, England or other Paying Agent or conversion agent outside the United States, and the Company hereby appoints the Paying Agent in London as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Corporate Trust Administration (BEA Systems, Inc. 4% Convertible Subordinated Notes due June 15, 2005) one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints (a) the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Registered Securities may be presented or surrendered for payment, where Bearer Securities and coupons may be presented or surrendered for payment in the circumstances described below (and not otherwise), where Registered Securities may be surrendered for registration of transfer or exchange, where Registered Securities may be surrendered for conversion, where Bearer Securities may be surrendered for conversion in the circumstances described below (and not otherwise) and where notices and demands to or upon the Company in respect of the Securities and coupons and this Indenture may be served, and (b) (i) the office of ABN AMRO Bank N.V., Herexxxxxxx 000, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, xx its agents outside of the United States where, subject to any applicable laws or regulations, Bearer Securities and coupons may be presented and surrendered for payment, where, subject to any applicable laws and regulations, Registered Securities may be surrendered for payment, where Registered Securities may be surrendered for registration of transfer or exchange, where Bearer Securities may be presented for exchange, where Securities may be surrendered for conversion, and where the written statements to be delivered by Holders of Registered Securities as contemplated by the third paragraph on the reverse of the form of Registered Security may be delivered. Payment of principal of, premium, if any, or interest on Bearer Securities, including any Additional Amounts and Bearer Additional Amounts payable on Bearer Securities pursuant to Section 10.4, may be made at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal and interest, and Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of such amounts in United States Dollars, as determined by the Company. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain (1) in the Borough of Manhattan, The City of New York, an office or agency where Registered Securities may be presented or surrendered for payment and conversion, where Bearer Securities and coupons may be presented or surrendered for payment and conversion in the circumstances described in the last sentence of the first paragraph of this Section (and not otherwise), where Registered Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and coupons and this 108 121 Indenture may be served, and (2) subject to any laws or regulations applicable thereto, in any city in a Western European country, an office or agency where Securities and coupons may be presented and surrendered for payment, where Securities may be presented for registration of transfer or exchange or conversion, and where the written statements to be delivered by Holders of Registered Securities as contemplated by the third paragraph on the reverse of the form of Registered Security may be delivered. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee, except that Bearer Securities and coupons may be presented and surrendered for payment and conversion to the Paying Agent in Amsterdam, The Netherlands at its office in the City of Amsterdam, The Netherlands or other Paying Agent or Conversion Agent outside the United States, and the Company hereby appoints the Paying Agent in Amsterdam, The Netherlands as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Corporate Trust Administration (BEA Systems, Inc. 4% Convertible Subordinated Notes due December 15, 2006) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in ---------------------------------- the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 00 Xxxxx Xxxxxx, Xxxx 000 Xxxxx, Xxxxxxxxx Trust Securities Window, Xxx Xxxx, Xxx Xxxx 00000, attention: Exodus Communications, Inc. 4 3/4% Convertible Subordinated Notes due July 15, 2008 one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other (a) an office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served, and (b) so long as the Securities are listed on Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall so require, the office of Banque de Luxembourg, 14 Bxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx, xx its agent outside of the United States, where, subject to any applicable laws or regulations, Securities may be surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where Securities may be surrendered for conversion. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest (including any Additional Amount and Additional Interest) on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain (1) in the Borough of Manhattan, The City of New York, New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served, and (2) so long as the Securities are listed on the Luxembourg Stock Exchange and the Luxembourg Stock Exchange 76 86 shall so require, subject to any laws or regulations applicable thereto, in Luxembourg an office or agency, where Securities may be presented and surrendered for payment and conversion, where Securities may be presented for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office office or agency of the TrusteeTrustee in The City of New York, New York, or other Paying Agent or Conversion Agent outside the United States, and the Company hereby appoints the Paying Agent in Luxembourg as its agent to receive such respective presentations, surrenders, notices and demands outside the United States.

Maintenance of Offices or Agencies. 84- The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been -------- ------- delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION Section 9.3, the Company will maintain in the Borough of ----------- Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or ----------- termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office will maintain in each Place of the Trustee or such other Payment for any series of Securities an office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities of that series (but, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company initially designates an office of the Trustee in the Borough of Manhattan, the City of New York, as its agency, and the Trustee is hereby appointed initially as its agent thereat, for such purposes. If Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series which is located outside the United States where Securities of such series and the coupons, if any, appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on the London Stock Exchange Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6, Trustee of the appointment or termination of any such agents and of the location location, and any change in the location location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, agency or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and such presentations, surrenders, notices and demands may be made or served on at the Corporate Trust Office principal corporate trust office of the Trustee, and the Company hereby appoints the Trustee, as its agent to receive all such presentations, surrenders, notices and demands, except that Bearer Securities of that series and the coupons, if any, appertaining thereto may be presented and surrendered for payment at the place specified for the purpose pursuant to Section 3.01. No payment of principal of (or premium, if any), or interest, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to an address in the United States or by transfer to an account maintained with a bank located in the United States except as may be permitted by United States tax laws and regulations at the time of such payment without detriment to the Company; provided, however, payment of principal of and any premium and interest denominated in Dollars on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United States if (but only if) payment of the full amount of such principal, premium and interest in Dollars at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the Currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such Currency maintained by the payee with a bank located outside the United States. The Company may from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 61 Broadway, 15th Floor, New York, New York 10006 attention: Corporaxx Xxxxx Xxxxxxxxxxxxxx (XXX-Xxxxxx, Xxx. 0.00% Xxnvertible Subordinated Notes due August 15, 2006) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company Issuer hereby appoints the Corporate Trust Office of the Trustee or such other (a) an office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company Issuer in respect of the Securities and this Indenture may be served, and (b) (i), so long as the Securities are listed on Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall require, the office of State Street Bank Luxembourg, S.A., 47 Bxxxxxxxx Xxxxx, Xxxxxxxxxx X-0000, xx its agent outside of the United States where, subject to any applicable laws or regulations, Securities may be surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where Securities may be surrendered for conversion. The Company Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company Issuer pursuant to the provisions of SECTION 9.3Section 10.3, the Company Issuer will maintain (1) in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company Issuer in respect of the Securities and this Indenture may be served, and (2), so long as the Securities are listed on the Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall require, subject to any laws or regulations applicable thereto, in Luxembourg, an office or agency where Securities may be presented and surrendered for payment, where Securities may be presented for registration of transfer or exchange or conversion. The Company Issuer will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or 77 86 termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company Issuer shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office office or agency of the TrusteeTrustee in the Borough of Manhattan, the City of New York, or other Paying Agent or Conversion Agent outside the United States, and the Issuer hereby appoints the Paying Agent in Luxembourg as its agent to receive such respective presentations, surrenders, notices and demands. State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 61 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxall be considered an office or agency of the Trustee for the purposes of this Section 10.2.

Maintenance of Offices or Agencies. The Company Issuer hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company Issuer, Group and Holdings in respect of the Securities and this Indenture may be served. The Company Trustee shall upon receipt forward any such notices and demands to Group, Holdings and the Issuer at the address specified in Section 1.05(2) . The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company Issuer pursuant to the provisions of SECTION 9.3Section 9.03, the Company Issuer will maintain in the Borough State of ManhattanNew York, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company Issuer, Group and Holdings in respect of the Securities and this Indenture may be served. The Company Issuer will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6Section 1.06, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company Issuer shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of State Street Bank and Trust Company, N.A. an Affiliate of the Trustee in the Borough of Manhattan, The City of New York, located at 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 attention: Corporate Trust Administration (ANALOG DEVICES, INC. 4.75% Convertible Subordinated Notes due October 1, 2005) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office will maintain in each Place of the Trustee or such other Payment for any series of Securities an office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities of that series (but, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company initially designates the office of an affiliate of the Trustee located in the Borough of Manhattan, the City of New York, as its agency, and the Trustee is hereby appointed initially as its agent thereat, for such purposes. If Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to 99 109 any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series which is located outside the United States where Securities of such series and the coupons, if any, appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6, Trustee of the appointment or termination of any such agents and of the location location, and any change in the location location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, agency or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and such presentations, surrenders, notices and demands may be made or served on at the Corporate Trust Office principal corporate trust office of the Trustee, and the Company hereby appoints the Trustee, as its agent to receive all such presentations, surrenders, notices and demands, except that Bearer Securities of that series and the coupons, if any, appertaining thereto may be presented and surrendered for payment at the place specified for the purpose pursuant to Section 3.01. No payment of principal of (or premium, if any), or interest, if any, on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to an address in the United States or by transfer to an account maintained with a bank located in the United States except as may be permitted by United States tax laws and regulations at the time of such payment without detriment to the Company; provided, however, payment of principal of and any premium and interest denominated in Dollars on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United States if (but only if) payment of the full amount of such principal, premium and interest in Dollars at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the Currency designated for such 100 110 payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such Currency maintained by the payee with a bank located outside the United States. The Company may from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have -------- ------- been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION Section 9.3, the Company will maintain in the Borough of ----------- Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and ----------- of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company 66 pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, conversion where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee located at Wilmington Trust Company Drop Agent: Xxxxxx Trust Company of New York, 00 Xxxx Xxxxxx - 19th Floor, Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company of California, N.A, an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 attention: Corporate Trust Administration (ONI SYSTEMS CORP. _____% Convertible Subordinated Notes due _____, 200_) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints (a) the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Registered Securities may be presented or surrendered for payment, where Bearer Securities and coupons may be presented or surrendered for payment in the circumstances described below (and not otherwise), where Registered Securities may be surrendered for registration of transfer or exchange, where Registered Securities may be surrendered for conversion, where Bearer Securities may be surrendered for conversion in the circumstances described below (and not otherwise) and where notices and demands to or upon the Company in respect of the Securities and coupons and this Indenture may be served, and (b) the office of Bankers Trust Company, 1 Xxxxxx Xxxxxx, Broadgate, London EC2A 2HE, England, as its agent outside of the United States where, subject to any applicable laws or regulations, Bearer Securities and coupons may be presented and surrendered for payment, where, subject to any applicable laws and regulations, Registered Securities may be surrendered for payment, where Registered Securities may be surrendered for registration of transfer or exchange, where Bearer Securities may be presented for exchange, where Securities may be surrendered for conversion, and where the written statements to be delivered by Holders of Registered Securities as contemplated by third paragraph on the reverse of the form of Registered Security may be delivered. Payment of principal of, premium, if any, or interest on Bearer Securities, including any Additional Amounts and any Bearer Additional Amounts payable on Bearer Securities pursuant to Section 10.4, may be made at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, interest, Additional Amounts or Bearer Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of such amounts in United States Dollars, as determined by the Company. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain (1) in the Borough of Manhattan, The City of New York, an office or agency where Registered Securities may be presented or surrendered for payment and conversion, where Bearer Securities and coupons may be presented or surrendered for payment and conversion in the circumstances described in the last sentence of the first paragraph of this Section (and not otherwise), where Registered Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and coupons and this Indenture may be served, and (2) subject to any laws or regulations applicable thereto, in any city in a Western European country, an office or agency where Securities and coupons may be presented and surrendered for payment, where Securities may be presented for registration of transfer or exchange or conversion and where the written statements to be delivered by Holders of Registered Securities as contemplated by the third paragraph on the reverse of the form of Registered Security may be delivered. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee, except that Bearer Securities and coupons may be presented and surrendered for payment and conversion to the Paying Agent in London, England, at its office in the City of London, England or other Paying Agent or conversion agent outside the United States, and the Company hereby appoints the Paying Agent in London, England, as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby initially appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, York where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities conversion notices, certificates and other items required to be delivered to effect conversion may be surrendered for conversion, delivered and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby initially appoints the Trustee as Paying Agent for the payment of principal of and interest on the Securities and as Conversion Agent for the Conversion of any of the Securities in accordance with Article XIII, and appoints the office of the Trustee as transfer agent where Securities may be surrendered for registration of transfer or exchange. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents with or without cause for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, of and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 11.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversionpayment, where Securities may be surrendered for registration of transfer or exchange exchange, where Securities may be surrendered for conversion and where notices and demands to or upon the Company Company, in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and will give notice to Holders of Securities in the Holders manner specified in accordance with SECTION 1.6Section 1.5, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on and Securities may be surrendered for conversion to the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for conversion, presentation for payment or for [conversion,](56) redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment [and conversionconversion](57), which shall initially be ___________________, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar [and surrenders may be made Conversion Agent](58), and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at______, ___________________________attention:___________________________________________ as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, York an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 office or agency of the Company in The City of New York located at the address specified in the last paragraph of this Section 10.2. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, of and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be at the office or agency of the Company, located at the address specified in the last paragraph of this Section 10.2, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location location, and any change in the location location, in each case, in The City of New York, of any such office or agency. If at any time The Company hereby initially designates the Trustee as Paying Agent, Security Registrar and Conversion Agent, and the office or agency of the Company shall fail to maintain any in The City of New York, located at Xxxxx Xxxxx Xxxxxxxxx Xxxxx, x/x XXX, 0xx Xxxxx, TADS Department, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Corporate Trust Department, as one such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office agency of the TrusteeCompany for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other in Los Angeles, California and the office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, as places where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities 74 82 and this Indenture may be served, and where Securities may be surrendered for registration of transfer or exchange and where Securities may be surrendered for conversion. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal ofamount at maturity, premiumIssue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price and interest, if any, and interest on in respect of the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.03, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6Section 1.06, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office office or agency of the TrusteeTrustee in the Borough of Manhattan, the City of New York.

Maintenance of Offices or Agencies. The Company hereby appoints State Street Bank and Trust Company, N.A. having an office at 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent in The City of New York where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where conversion notices, certificates and other items required to be delivered to effect conversion may be delivered and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby appoints the principal Corporate Trust Office of the Trustee or such other office or agency (and its agent in The City of New York) as Paying Agent for the payment of principal of and interest on the Securities and as Conversion Agent for the Conversion of any of the Trustee as Securities in accordance with Article XII, and appoints such office of the Trustee, and its agent in the City of New York, as transfer agent where Securities may be surrendered for registration of transfer or exchange. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents with or without cause for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee for cancelation, or moneys sufficient to pay the principal of and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of Section 10.03, the Company will maintain (i) in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, conversion and where notices and demands to or upon the Company Company, in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid (ii) subject to any laws or returned to the Company pursuant to the provisions of SECTION 9.3regulations applicable thereto, the Company will maintain in the Borough of Manhattan, The City of New Yorkany city in a Western European country, an office or agency where Securities may be presented or and surrendered for payment and conversion, where Securities may be surrendered presented for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedconversion thereof. The Company will give prompt written notice to the Trustee, and will give notice to Holders of Securities in the Holders manner specified in accordance with SECTION 1.6Section 1.05, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on and Securities may be surrendered for conversion to the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office will maintain in The City of the Trustee or such other Chicago an office or agency of where the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 office or agency of the Company in The City of Chicago located at the address specified in the last paragraph of this Section 10.2. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, of and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be at the office or agency of the Company, located at the address specified in the last paragraph of this Section 10.2, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location location, and any change in the location location, in each case, in The City of New York, of any such office or agency. If at any time The Company hereby initially designates the Trustee as Paying Agent, Security Registrar and Conversion Agent, and the office or agency of the Company shall fail to maintain any in The City of Chicago, located at 000 X. XxXxxxx St., Suite 1560, Chicago, Illinois 60603, attention: Corporate Trust Department, as one such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office agency of the TrusteeCompany for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company Issuer hereby appoints the Corporate Trust Office of the Trustee or such other (a) an office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company Issuer in respect of the Securities and this Indenture may be served, and (b) (i), so long as the Securities are listed on Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall require, the office of Banque de Luxembourg, 00 Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx, as its agent outside of the United States where, subject to any applicable laws or regulations, Securities may be surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where Securities may be surrendered for conversion. The Company Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company Issuer pursuant to the provisions of SECTION 9.3Section 10.3, the Company Issuer will maintain (1) in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company Issuer in respect of the Securities and this Indenture may be served, and (2), so long as the Securities are listed on the Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall require, subject to any laws or regulations applicable thereto, in Luxembourg, an office or agency where Securities may be presented and surrendered for payment, where Securities may be presented for registration of transfer or exchange or conversion. The Company Issuer will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company Issuer shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office office or agency of the TrusteeTrustee in the Borough of Manhattan, the City of New York, or other Paying Agent or Conversion Agent outside the United States, and the Issuer hereby appoints the Paying Agent in Luxembourg as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at 61 Bxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 xxxention: Corporate Trust Administration (Critical Path, Inc. 5 3/4% Convertible Subordinated Notes due April 1, 2005) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required 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 or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDEDprovided, HOWEVERhowever, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be STATE STREET BANK AND TRUST COMPANY, N.A., an Affiliate of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the The Company shall fail to maintain any such required office or agency, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made Conversion Agent, and notices and demands may be served on each of the Corporate Trust Office of the TrusteeTrustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, located at Chiron Corporation [ ] Convertible Subordinated Notes due May [ ], 2007) as one such office or agency of the Company for each of the aforesaid purposes.

Maintenance of Offices or Agencies. The Company hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, York where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities conversion notices, certificates and other items required to be delivered to effect conversion may be surrendered for conversion, delivered and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby appoints the Corporate Trust Office of the Trustee as Paying Agent for the payment of principal of and interest on the Securities and as Conversion Agent for the Conversion of any of the Securities in accordance with Article XIII, and appoints the Corporate Trust Office of the Trustee as transfer agent where Securities may be surrendered for registration of transfer or exchange. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents with or without cause for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, of and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3Section 11.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversionpayment, where Securities may be surrendered for registration of transfer or exchange exchange, where Securities may be surrendered for conversion and where notices and demands to or upon the Company Company, in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and will give notice to Holders of Securities in the Holders manner specified in accordance with SECTION 1.6Section 1.5, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on and Securities 77 may be surrendered for conversion to the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Offices or Agencies. for Registration of ------------------------------------------------------ Transfer, Exchange and Payment of Debt Securities. The Company hereby appoints the Corporate Trust Office will maintain in -------------------------------------------------- each Place of the Trustee or such other Payment for any series of Debt Securities and Coupons, if any, an office or agency where Debt Securities and Coupons of such series (but, except as otherwise provided in Section 2.12, unless such Place of Payment is located outside the Trustee as its agent in the Borough of ManhattanUnited States, The City of New York, where not Bearer Securities or Coupons) may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of SECTION 9.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities and Coupons of such series and this Indenture may be served. So long as any Bearer Securities of any series remain outstanding, the Company will maintain for such purposes one or more offices or agencies outside the United States in such city or cities specified pursuant to Section 2.03 and, if any Bearer Securities are listed on a securities exchange that requires an office or agency for the payment of principal of, and premium, if any, or interest on, such Bearer Securities in a location other than the location of an office or agency specified pursuant to Section 2.03, the Company will maintain for such purposes an office or agency in such location so long as any Bearer Securities are listed on such securities exchange and such exchange so requires. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with SECTION 1.6, Trustee of the appointment or termination of any such agents and of the location location, and any change in the location location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency, agency or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and such presentations, surrenders, notices and demands may be made or served on at the Corporate Trust Office corporate trust office of the TrusteeTrustee (in the case of Registered Securities) and at the principal London office of the Trustee (in the case of Bearer Securities), and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in -------- ------- any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agency.