Common use of Maintenance of Offices or Agencies Clause in Contracts

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures and this Indenture may be served. The Company will maintain in The City of New York, an office or agency where Debentures may be presented or surrendered for payment, where Debentures may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, York where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 office or appoint any additional offices 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 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 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its office agent in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) be presented or surrendered for payment; (ii) , where Securities may be surrendered for registration of transfer or exchange; (iii) , where Securities may be surrendered for conversion; , and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 Debentures Securities may be presented or surrendered for paymentpayment and conversion, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereofSECTION 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 in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be maybe served. The Company may at any time and from time to time vary or terminate the appointment of any such office or appoint any additional offices 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 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 9.3 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, York where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 office or appoint any additional offices 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 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 9.3 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office of the Trustee as its office agent in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) be presented or surrendered for payment; (ii) , where Securities may be surrendered for registration of transfer or exchange; (iii) , where Securities may be surrendered for conversion; , and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 monies 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 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Debentures Securities may be presented or surrendered for paymentpayment and conversion, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof1.6, 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 in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints shall maintain a Place of Payment for the Trustee’s Corporate Trust Office as its office Notes in the Borough of Manhattan, The City of New York, which will be an office or agency where Debentures Notes may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes and this Indenture may be served. The office or agency of the Trustee in the Borough of Manhattan, the City of New York, shall initially be such office or agency of the Company, unless and until the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company may at any time and from time to time vary or terminate the appointment of any such office or appoint any additional offices for any or all of such purposes; provided, however, that until all of the Notes have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of and premium, if any, and interest (including Additional Interest, if any) on the Notes have been made available for payment and either paid or returned to the Company pursuant to the provisions of Section 4.13 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Notes may be presented or surrendered for payment, where Debentures Notes may be surrendered for registration of transfer or exchange, where Debentures Notes may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes 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 14.2 13.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office as its office will maintain in the Borough of Manhattan, The City of New York, an office or agency where Debentures the Securities may be: (i) presented or surrendered for payment; (ii) be surrendered for registration of transfer or exchange; (iii) 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 Debentures 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 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Debentures Securities may be presented or surrendered for paymentpayment and conversion, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof1.6, 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 in The City of New York, or shall fail to furnish hereby initially designates the Trustee with the address thereofas Paying Agent, presentations Security Registrar and surrenders may be made atConversion 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 Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (ia) presented or surrendered for payment; (iib) surrendered for registration of transfer or exchange; (iiic) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be maybe served. The Company may at any time and from time to time vary or terminate the appointment of any such office or appoint any additional offices 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 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 3.3 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 15.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s 's Corporate Trust Office as its office or agency in the Borough of Manhattan, The City of New York, where Debentures Notes may be: (ia) presented or surrendered for payment; (iib) surrendered for registration of transfer or exchange; (iiic) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes and this Indenture may be served. The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Debentures Notes may be presented or surrendered for payment, where Debentures Notes may be surrendered for registration of transfer or exchange, where Debentures Notes may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes 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 14.2 hereof, 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 in the Borough of Manhattan, The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The As long as any of the Debentures remain outstanding, the Company hereby appoints the Trustee’s Corporate Trust Office as its will maintain an office or agency or offices or agencies in the Borough of Manhattan, The City and State of New York, where the Debentures may be: (i) be presented or for registration, transfer and exchange as in this 34 44 Indenture provided, and where the Debentures may be surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; conversion as in this Indenture provided, and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures and or of this Indenture may be served, and where the Debentures may be presented for payment. Until otherwise designated by the Company in a notice to the Trustee, such office or agency for all of the above purposes shall be the Corporate Trust Office of the Trustee. The Company will give to the Trustee notice of any change of location of any of such offices or agencies. In case the Company shall fail to maintain such an office or agency or offices or agencies for all such purposes or shall fail to give such notice of any change in the location thereof, presentations and demands may be made and notices may be 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; provided, however, that until all of the Debentures have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of and interest on the Debentures have been made available for payment and either paid or returned to the Company pursuant to provisions of Section 5.04, the Company will maintain in The the Borough of Manhattan, the City of New York, an office or agency where Debentures may be presented or surrendered for payment, where Debentures may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office or such other office or agency of the Trustee as its office agent in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) be presented or surrendered for payment; (ii) , where Securities may be surrendered for registration of transfer or exchange; (iii) , where Securities may be surrendered for conversion; , and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be served. The Company will 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 8.3, the Company shall maintain in the Borough of ----------- Manhattan, The City of New York, an office or agency where Debentures Securities may be presented or surrendered for paymentpayment and conversion, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be served. The Company will shall give prompt written notice to the Trustee, and notice to the Holders in accordance with Section 14.2 hereof1.6, 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 in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the TrusteeOffice.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures CODES may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures CODES and this Indenture may be served. The Company will maintain in The City of New York, an office or agency where Debentures CODES may be presented or surrendered for payment, where Debentures CODES may be surrendered for registration of transfer or exchange, where Debentures CODES may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures CODES 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s 's Corporate Trust Office as its office in the Borough of ManhattanRodney Square North, The City of New York1100 North Market Street, where Debentures may beWilmington, Delaware 10000: (i) presented or surrendered xxxxx Xxxxxxxxxx xxx xx xxxxxxxxx xx xxxxxxxxxxx for payment; (ii) where Securities may be surrendered for registration of transfer or exchange; (iii) where Securities may be surrendered for conversion; and and (iv) where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be served. The Company will maintain in The the City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 12.2 hereof, 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 in The the City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s 's Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures and this Indenture may be maybe served. The Company may at any time and from time to time vary or terminate the appointment of any such office or appoint any additional offices for any or all of such purposes; provided, however, that until all of the Debentures have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of and premium, if any, and interest (including Liquidated Damages, if any) on the Debentures have been made available for payment and either paid or returned to the Company pursuant to the provisions of Section 4.13 hereof, the Company will maintain in The City of New York, an office or agency where Debentures may be presented or surrendered for payment, where Debentures may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints (a) the Trustee’s Corporate Trust Office of the Trustee as its office agent in the Borough of Manhattan, The City of New York, where Debentures may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures and this Indenture may be served. The Company will maintain in The City of New York, an office or agency where Debentures Registered Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 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 1003, the Company will maintain an office or agency where Securities may be presented or surrendered for payment and exchange, 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 14.2 hereof105, 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 an office or agency in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s 's Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be served. The Company will maintain in The City of New York, York an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be served, and the office and agency of State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, which has an office at 61 Broadway, New York, New York 10006, Attention: Corporate Trust Admixxxxxxxxxx (Xxxxxxx Xxxxxxxxxx, Xxx., 5.25% Convertible Subordinated Notes due 2006) shall be such office or agency of the Company for such aforesaid purposes. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with Section 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office of State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be maybe served. The Company may at any time and from time to time vary or terminate the appointment of any such office or appoint any additional offices for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee for cancellation, or monies sufficient to pay the principal of and premium, if any, and interest (including Additional Amounts, 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 9.3, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof14.2, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s 's Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Notes may be: (ia) presented or surrendered for payment; (iib) surrendered for registration of transfer or exchange; (iiic) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes and this Indenture may be served. The Company will maintain in The City of New York, an office or agency where Debentures Notes may be presented or surrendered for payment, where Debentures Notes may be surrendered for registration of transfer or exchange, where Debentures Notes may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its office agent in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) be presented or surrendered for payment; (ii) , where Securities may be surrendered for registration of transfer or exchange; (iii) , where Securities may be surrendered for conversion; , and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 Accreted Value 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 9.3, the Company will maintain in the State of New York, The City of New York, an office or agency where Debentures Securities may be presented or surrendered for paymentpayment and conversion, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof1.6, 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 in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s Corporate Trust Office as its office in of the Borough of Manhattan, The City of New YorkTrustee, where Debentures may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures and this Indenture may be served. The Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion conversion, and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 (including the Make-Whole Payment, 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 14.2 hereof1.6, 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 in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s 's Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any the Guarantor in respect of the Debentures Securities or the Guarantees 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 office or appoint any additional offices for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee for cancellation, or monies sufficient to pay the principal of and interest (including Additional Amounts, 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 9.4, the Company will maintain in The City of New YorkXxx Xxxx xx Xxx Xxxx, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any and the Guarantor in respect of the Debentures Securities or the Guarantees 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 14.2 hereof13.2, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s 's Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Notes may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes 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 office or appoint any additional offices for any or all of such purposes; provided, however, that until all of the Notes have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of and premium, if any, and interest (including Liquidated Damages, if any) on the Notes have been made available for payment and either paid or returned to the Company pursuant to the provisions of Section 4.13 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Notes may be presented or surrendered for payment, where Debentures Notes may be surrendered for registration of transfer or exchange, where Debentures Notes may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s 's Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be maybe served. The Company may at any time and from time to time vary or terminate the appointment of any such office or appoint any additional offices for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee for cancellation, or monies sufficient to pay the principal of and premium, if any, and interest (including Additional Amounts, 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 9.3, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof14.2, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its office agent in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) be presented or surrendered for payment; (ii) , where Securities may be surrendered for registration of transfer or exchange; (iii) , where Securities may be surrendered for conversion; , and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 Debentures Securities may be presented or surrendered for paymentpayment and conversion, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof1.6, 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 in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s Corporate Trust Office Trustee`s designated office as its office in the Borough of Manhattan, The City of New York, York where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any the Guarantor in respect of the Debentures Securities or the Guarantees 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 office or appoint any additional offices 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 (including Liquidated Damages and Additional Tax Amounts, 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 9.03 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any and the Guarantor in respect of the Debentures Securities or the Guarantees 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 14.2 14.02 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, the Corporate Trust Office designated corporate trust office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s 's Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 office or appoint any additional offices 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 (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 9.03 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 14.02 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its office agent in the Borough of Manhattan, The City of New York, where Debentures may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures and this Indenture may be served. The Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion conversion, and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 State of Minnesota, ----------- County of Xxxxxx, The City of St. Xxxx, 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 14.2 hereof1.6, 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 in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s Corporate Trust Office as its office in of the Borough of Manhattan, The City of New YorkTrustee, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be maybe served. The Company may at any time and from time to time vary or terminate the appointment of any such office or appoint any additional offices for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee for cancellation, or monies sufficient to pay the principal of and interest (including Contingent Interest and Additional Interest, 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 9.3, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof15.2, of the appointment or termination of any such agents 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s 's Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Securities and this Indenture may be served. The Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 13.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 office or appoint any additional offices 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 (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 terms of the Securities, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 14.02 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s Corporate Trust Office as its office in of the Borough of Manhattan, The City of New YorkTrustee, where Debentures may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures and this Indenture may be served. The Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion conversion, and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof1.6, 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 in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, York where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 office or appoint any additional offices 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 (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 9.3 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. 84- The Company hereby appoints the Trustee’s Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its office agent in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) be presented or surrendered for payment; (ii) , where Securities may be surrendered for registration of transfer or exchange; (iii) , where Securities may be surrendered for conversion; , and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 Debentures Securities may be presented or surrendered for paymentpayment and conversion, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof1.6, 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 in The City of New Yorkagency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, on the Corporate Trust Office of the Trustee.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s Corporate Trust Office as its office will maintain in the Borough of Manhattan, The City of New York, an office or agency where Debentures the Notes may be: (i) presented or surrendered for payment; (ii) be surrendered for registration of transfer or exchange; (iii) surrendered exchange or for conversion; presentation for payment or for conversion or repurchase and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes 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 Notes have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Notes have been made available for payment and either paid or returned to the Company pursuant to the provisions of Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Debentures Notes may be presented or surrendered for paymentpayment and conversion, where Debentures Notes may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures Notes 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 14.2 hereof1.6, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, 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 Trustee’s 's Corporate Trust Office Office, or the office or agency of the Trustee's correspondent in The City of New York, as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (i) presented or surrendered for payment; (ii) surrendered for registration of transfer or exchange; (iii) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 office or appoint any additional offices for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee for cancellation, or monies sufficient to pay the principal of and premium, if any, and interest (including Additional Amounts, 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 3.3, the Company will maintain in The City of New York, an office or agency oragency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof13.2, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, the Corporate Trust Office of the Trustee, or the office or agency of the Trustee's correspondent in New York City.

Maintenance of Offices or Agencies. The Company hereby appoints the Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where Debentures Securities may be: (ia) presented or surrendered for payment; (iib) surrendered for registration of transfer or exchange; (iiic) surrendered for conversion; and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 office or appoint any additional offices 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 (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 3.3 hereof, the Company will maintain in The City of New York, an office or agency where Debentures Securities may be presented or surrendered for payment, where Debentures Securities may be surrendered for registration of transfer or exchange, where Debentures Securities may be surrendered for conversion and where notices and demands to or upon the Company or any Guarantor in respect of the Debentures 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 14.2 hereof, 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 in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, the Corporate Trust Office of the Trustee.