Common use of Registrar, Paying Agent and Calculation Agent Clause in Contracts

Registrar, Paying Agent and Calculation Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency located in the Borough of Manhattan, The City of New York, State of New York where Notes may be presented for payment (“Paying Agent”) and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. Neither the Company nor any Affiliate may act as Paying Agent. The Company may change any Paying Agent, Registrar or co-registrar without notice to any Holder. In addition, the Company shall appoint a Calculation Agent to determine the interest rate on the Notes as provided in paragraph 1 of the Notes. Neither the Company nor any Affiliate of the Company may act as Calculation Agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Calculation Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar, Paying Agent or Calculation Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such. The Company initially appoints the Trustee as Registrar, Paying Agent, Calculation Agent and agent for service of notices and demands in connection with the Notes.

Registrar, Paying Agent and Calculation Agent. The Company Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“"Registrar”"), an office or agency located in the Borough of Manhattan, The City of New York, State of New York where Notes may be presented for payment (“"Paying Agent”") and an office or agency where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company Registrar shall provide the Issuers a current copy of such register from time to time upon request of the Issuers. The Issuers may have one or more co-registrars and one or more additional paying agents. Neither None of the Company Issuers nor any Affiliate of the Issuers may act as Paying Agent or Calculation Agent. The Company Issuers may change any Paying Agent, Registrar or Registrar, co-registrar or Calculation Agent without notice to any Holder. In addition, the Company shall appoint a Calculation Agent to determine the interest rate on the Notes as provided in paragraph 1 of the Notes. Neither the Company nor any Affiliate of the Company may act as Calculation AgentNoteholder. The Company Issuers shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Calculation Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company Issuers shall notify the Trustee of the name and address of any such Agent. If the Company fails Issuers fail to maintain a Registrar, Paying Agent or Calculation Agent, or agent for service of notices and demands, or fails fail to give the foregoing notice, the Trustee shall act as such. The Company Issuers initially appoints appoint the Trustee as Registrar, Paying Agent, Calculation Agent and agent for service of notices and demands in connection with the Notes.

Registrar, Paying Agent and Calculation Agent. The Company shall maintain an office or agency where Notes Securities may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency located in the Borough of Manhattan, The City of New York, State of New York where Notes may be presented for payment (“Paying Agent”) and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture Securities may be servedpresented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. Neither the Company nor any Affiliate may act as The term “Paying Agent. The Company may change ” includes any Paying Agent, Registrar or additional paying agent and “Registrar” includes any co-registrar without notice to any Holderregistrar. In addition, the Company shall appoint a Calculation Agent to determine the interest rate on the Notes as provided in paragraph 1 of the Notes. Neither the Company nor any Affiliate of the Company may act as Calculation AgentSecurities. The Company shall enter into an appropriate agency agreement with any Registrar, Registrar or Paying Agent or Calculation Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall notify the Trustee of the name and address of any such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent or Calculation Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestic Wholly-Owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. Neither the Company not any of its Subsidiaries or Affiliates may act as Calculation Agent. The Company initially appoints the Trustee as Registrar, Paying Agent, Agent and Calculation Agent and agent for service of notices and demands in connection with the NotesSecurities.

Registrar, Paying Agent and Calculation Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“"Registrar”"), an office or agency located in the Borough of Manhattan, The City of New York, State of New York where Notes may be presented for payment (“"Paying Agent”") and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. Neither the Company nor any Affiliate may act as Paying Agent. The Company may change any Paying Agent, Registrar or co-registrar without notice to any Holder. In addition, the Company shall appoint a Calculation Agent to determine the interest rate on the Notes as provided in paragraph 1 1(a) of the Notes. Neither the Company nor any Affiliate of the Company may act as Calculation Agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Calculation Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar, Paying Agent or Calculation Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such. The Company initially appoints the Trustee as Registrar, Paying Agent, Calculation Agent and agent for service of notices and demands in connection with the Notes.

Registrar, Paying Agent and Calculation Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), and an office or agency located in the Borough of Manhattan, The City of New York, State of New York where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Company Company, if any, in respect of the Notes and this Indenture may be served. In addition, the Company shall appoint a Calculation Agent for purposes of the Floating Rate Notes (the “Calculation Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agentsPaying Agents. The term “Paying Agent” includes any additional Paying Agent. Neither the Company nor any Affiliate thereof may act as Paying Agent. The Company may change any Paying Agent, Registrar or co-registrar without notice to any Holder. In addition, the Company shall appoint a Calculation Agent to determine the interest rate on the Notes as provided in paragraph 1 of the Notes. Neither the Company nor any Affiliate of the Company may act as Calculation Agent. The Company shall enter into an appropriate agency agreement agreement, which shall incorporate the provisions of the TIA, with any Registrar, Paying Agent or Calculation Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar, Paying Agent or Calculation Agent, or agent for service of notices and demands, Agent or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Company initially appoints the Trustee as Registrar, Paying Agent, Calculation Agent and agent Agent for service of notices and demands in connection with the NotesNotes and this Indenture.

Registrar, Paying Agent and Calculation Agent. The Company shall maintain an office or agency where Notes Securities may be presented for registration of transfer or for exchange (the “Registrar”), and an office or agency located in the Borough of Manhattan, The City of New York, State of New York where Notes Securities may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Company Company, if any, in respect of the Notes Securities and this Indenture may be served. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agentsPaying Agents. Neither the Company nor any Affiliate may act as The term “Paying Agent. The Company may change ” includes any additional Paying Agent, Registrar or co-registrar without notice to any Holder. In addition, the Company shall may appoint a Calculation Agent to determine the interest rate on the Notes Securities as provided in paragraph Section 1 of the NotesSecurities. Neither the Company nor any Affiliate of the Company thereof may act as a Paying Agent or as a Calculation Agent. The Company shall enter into an appropriate agency agreement agreement, which shall incorporate the provisions of the TIA, with any Registrar, Paying Agent or Calculation Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar, Paying Agent or Calculation Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 607. The Company initially appoints the Trustee as Registrar, Paying Agent, Calculation Agent and agent Agent for service of notices and demands in connection with the NotesSecurities and this Indenture.