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

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one an office or more offices or agencies agency where Notes Securities may be presented for registration of transfer or for exchange (each, a the “Registrar”), one an office or more offices or agencies agency where Notes Securities may be presented for redemption, repurchase or payment (each, a the “Paying Agent”), one ) and an office or more offices or agencies agency where Notes Securities may be presented for conversion (each, a the “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served). The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes Securities and of their transfer and exchange (the exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term “Register”)Paying Agent” includes any additional paying agent. The term “Conversion Agent” includes any additional conversion agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar 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 Agent not a party to this Indenturesuch agent and shall furnish the Trustee with an executed counterpart of any such agency agreement. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing noticeConversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.07. The Company or any Affiliate wholly owned Subsidiary incorporated or organized within The United States of the Company America may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and the Corporate Trust Office of co-registrar or transfer agent. The Company initially appoints the Trustee as such office or agency of Registrar, Paying Agent and Conversion Agent in connection with the Company for each of the aforesaid purposesSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one an office or more offices or agencies agency where Notes Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one an office or more offices or agencies agency in the United States where Notes Securities may be presented for purchase or payment (each, a “Paying Agent”), one an office or more offices or agencies agency where Notes Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent), Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United Statesserved. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register of the Notes Securities (“Register”) and of their transfer and exchange (the exchange. The Company may have one or more co-registrars, one or more additional paying agents, and one or more additional conversion agents. The term “Register”)Registrar” includes any co-registrar, including any named pursuant to Section 5.06. The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 5.06. The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 5.06. The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Agent or Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)Agent. The Company hereby initially designates appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent, and Agent in connection with the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposesSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices cause to be maintained in The City of New York, New York an office or agencies agency: (i) where Notes securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies ; (ii) where Convertible Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies ; (iii) where Convertible Notes may be presented for conversion (each, a the “Conversion Agent”), which initially shall be The Bank of New York Mellon Trust Company, N.A.; and (iv) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Convertible Notes and this Indenture may be served in by the United States. One holders of the Registrars (the “Primary Registrar”) Convertible Notes. The Registrar shall keep a register Register (“Register”) of the Convertible Notes and of their transfer and exchange (the “Register”)exchange. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent” includes any additional paying agent, and the term “Conversion Agent” includes any additional Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or co-registrar without prior notice. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture and shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or coregistrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company or any of its subsidiaries may act as Paying Agent, Registrar, Conversion Agent or coregistrar, except that for purposes of Article VIII and Section 4.06, neither the Company nor any of its subsidiaries shall notify the Trustee of the name and address of any Agent not a party to this Indentureact as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing noticeConversion Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and the Corporate Trust Office of the Trustee shall initially act as such office or agency of the Company for each of the aforesaid purposessuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be serveddelivered. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 delivered in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent location for service delivery of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8); provided that if the Company or any Affiliate of the Company is acting as Paying Agent, and an Event of Default occurs under either of Section 6.01(h) or 6.01(i), thereafter the Trustee shall serve as the Paying Agent. The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as such and the office or agency of the Company Trustee in the United States (located at 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxx, XX 00000, Attention: Callaway Golf Administrator) for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at c/o U.S. Bank Association, Corporate Trust Services, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, Tel. (000) 000-0000, Attention: Xxxxx Xxxxxx (Micron 2011 Indenture)), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes Securities may be presented for registration of transfer or for exchange (each, a “Registrar”"REGISTRAR"), one or more offices or agencies where Notes Securities may be presented for payment (each, a “Paying Agent”"PAYING AGENT"), one or more offices or agencies where Notes Securities may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United StatesBorough of Manhattan, the City of New York. One of the Registrars (the “Primary Registrar”"PRIMARY REGISTRAR") shall keep a register of the Notes Securities and of their transfer and exchange (the “Register”)exchange. The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 8)10). The Company hereby initially designates the Trustee as Paying Agent, Registrar, Primary Registrar, Custodian and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)9). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at 100 Xxxxxxx Xxxxxx, New York, New York 10286, Attention: Corporate Trust Administration), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be servedmade. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One made; provided however, that under no circumstances shall any office of the Registrars (Trustee be an office or agency of the “Primary Registrar”) Company for the purpose of service of legal process on the Company. The Registrar shall keep a register of the Notes and of their registration of transfer and exchange (exchange. The Company shall give prompt written notice to the “Register”)Trustee of the location, and any change in the location, of such office or agency. The Company shall enter into an appropriate agency agreement with any 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 give prompt written notice to the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)9). Upon the occurrence of any Event of Default under Section 7.01(h) or Section 7.01(i), the Trustee shall automatically be the Paying Agent. The Company hereby initially designates the Trustee as Paying Agent, Registrar, Notes Custodian and Conversion Agent, Agent and the Corporate Trust Office of the Trustee as such an office or agency of the Company for each of the aforesaid purposes. The Company may, however, change the Paying Agent or Registrar without prior notice to the Holders but shall promptly notify the Holders in writing, with a copy to the Trustee, following any such change, and may act as Paying Agent or Registrar.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices cause to be maintained in such locations as it shall determine, which may be the Corporate Trust Office, an office or agencies agency: (i) where Notes securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies ; (ii) where Notes may be presented for payment (each, a “Paying Agent”), one ; (iii) an office or more offices or agencies agency where Notes may be presented for conversion (each, a the “Conversion Agent”); and (iv) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in by the United StatesHolders. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register Register (“Register”) of the Notes and of their transfer and exchange (the “Register”)exchange. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional paying agent and the term “Conversion Agent” includes any additional Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or co-registrar without prior notice. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture and shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company or any of its subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar, except that for purposes of Article 6 and Section 4.09, neither the Company nor any of its subsidiaries shall notify the Trustee of the name and address of any Agent not a party to this Indentureact as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing noticeConversion Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and the Corporate Trust Office of the Trustee shall initially act as such office or agency of the Company for each of the aforesaid purposessuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one an office or more offices or agencies agency where Notes Securities may be presented for registration of transfer or for exchange (each, a “RegistrarREGISTRAR”), one an office or more offices or agencies agency in the Borough of Manhattan, the City of New York, where Notes Securities may be presented for redemption, purchase or payment (each, a “Paying AgentPAYING AGENT”), one an office or more offices or agencies agency where Notes Securities may be presented for conversion (each, a “Conversion AgentCONVERSION AGENT”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United Statesserved. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register of the Notes Securities (“REGISTER”) and of their transfer and exchange (the exchange. The Company may have one or more co-registrars, one or more additional paying agents, and one or more additional conversion agents. The term “Register”)Registrar” includes any co-registrar, including any named pursuant to Section 9.6. The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 9.6. The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 9.6. The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, or Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)Agent. The Company hereby initially designates appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent, and Agent in connection with the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposesSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at c/o U.S. Bank Association, Corporate Trust Services, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, Tel. (000) 000-0000, Attention: Xxxxx Xxxxxx (Micron 2012 Indenture)), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Company shall treat each Person whose name is recorded in the Register as the owner of such Note as the owner thereof for all purposes of this Indenture notwithstanding any notice to the contrary. The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes Securities may be presented for registration of transfer or for exchange (each, a “"Registrar”"), one or more offices or agencies where Notes Securities may be presented for payment (each, a “"Paying Agent”"), one or more offices or agencies where Notes Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United StatesBorough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Notes Securities and of their transfer and exchange (the “Register”)exchange. The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)Section 6.1). The Company hereby initially designates the Trustee as Paying Agent, Registrar, Custodian and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes Securities may be presented for registration of transfer or for exchange (each, a “"Registrar”"), one or more offices or agencies where Notes Securities may be presented for payment (each, a “"Paying Agent”"), one or more offices or agencies where Notes Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United StatesBorough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register of the Notes Securities and of their transfer and exchange (the “Register”)exchange. The Company shall enter into an appropriate agency agreement with any Agent that is not a party to this Indenturethe Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall promptly notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)Agent. The Company hereby initially designates the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency in the Borough of the Company Manhattan, The City of New York for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “"Registrar”"), one or more offices or agencies where Notes may be presented for payment (each, a “"Paying Agent”"), one or more offices or agencies where Notes may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Notes and of their transfer and exchange (the “"Register”"). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-1419, Attention: Xxxxxxx X. Xxxxxxxxxx, Corporate Trust Services), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes Securities may be presented for registration of transfer or for exchange (each, a “"Registrar”"), one or more offices or agencies where Notes Securities may be presented for payment (each, a “"Paying Agent”"), one or more offices or agencies where Notes Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served, which in each case shall initially be the Corporate Trust Office. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United States. One Borough of Manhattan, the City of New York, which shall initially be an office or agency of the Registrars (the “Primary Registrar”) Trustee at 00 Xxxxx Xxxxxx, Xxxx 000, Xxxxx Xxxxxxxx, Xxx Xxxx, XX 00000. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange (the “Register”)exchange. The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Subsidiary or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 8)10). The Company hereby initially designates appoints the Trustee as Registrar, Paying Agent, Registrar, Conversion Agent and Conversion Agent, agent for service of notices and demands in connection with the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposesSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be servedmade. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in made; provided however, that under no circumstances shall the United States. One Corporate Trust Office be an office or agency of the Registrars (Company for the “Primary Registrar”) purpose of service of legal process on the Company. The Registrar shall keep a register of the Notes and of their registration of transfer and exchange (exchange. The Company shall give prompt written notice to the “Register”)Trustee of the location, and any change in the location, of such office or agency. The Company shall enter into an appropriate agency agreement with any 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 give prompt written notice to the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)9). Upon the occurrence of any Event of Default under Section 7.01(i) or Section 7.01(j), the Trustee shall automatically be the Paying Agent. The Company hereby initially designates the Trustee as Paying Agent, Registrar, Notes Custodian and Conversion Agent, Agent and the Corporate Trust Office of the Trustee as such an office or agency of the Company for each of the aforesaid purposes. The Company may, however, change the Paying Agent or Registrar without prior notice to the Holders but shall promptly notify the Holders through the Trustee following any such change, and may act as Paying Agent or Registrar.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes Securities may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes Securities may be presented for conversion (each, a “Conversion Agent”) ), and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar Registrar, and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United StatesBorough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register of the Notes Securities and of their transfer and exchange (the “Register”)exchange. The Company shall enter into an appropriate agency agreement with any Agent that is not a party to this Indenturethe Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall promptly notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent Agent, or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 10.7. The Company or any Affiliate of the Company may act as Paying Agent (Agent, except that for the purposes of Article 8)Articles 3 and 11, neither the Company nor any of the Guarantors or their respective Affiliates shall act as Paying Agent. The Company hereby initially designates the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency in the Borough of the Company Manhattan, The City of New York for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one in the continental United States an office or more offices or agencies agency where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one an office or more offices or agencies agency where Notes may be presented for payment (each, a “Paying Agent”), one an office or more offices or agencies agency where Notes may be presented for conversion (each, a “Conversion Agent”) and one an office or more offices or agencies agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register for the recordation of, and shall record, the names and addresses of Holders, the Notes held by each Holder and the transfer, exchange and conversion of the Notes and of their transfer and exchange (the “Register”). The Company entries in the Register shall enter into an appropriate agency agreement with any Agent not be conclusive, and the parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a party to Holder hereunder for all purposes of this Indenture. The agreement shall implement the provisions of this Indenture that relate to Company may have one or more co-Registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any such Agentadditional paying agents. The term Conversion Agent includes any such additional conversion agents. The Company shall promptly notify the Trustee and the Holders of any change in the name and address of any Registrar, Paying Agent not a party to this Indentureand Conversion Agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, Conversion Agent or agent for service of any presentations, surrenders, notices and demands in any place required by this Indentureto be made by, or fails to give at the foregoing noticeoffice of, any such agent may be made or served at the Corporate Trust Office or in accordance with Section 1.05; provided that the Trustee shall act as suchbe entitled to appropriate compensation therefor pursuant to Section 8.08. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent or co-Registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, the Registrar, and as its agent for service of notice and demands in connection with the Notes, 1093651412\14\AMERICAS and the Corporate Trust Office of the Trustee as to be such office or agency of the Company for each of the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them acts; provided that the Paying Agent, Conversion Agent and Registrar must be located within the continental United States.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “"Registrar”"), one or more offices or agencies where Notes may be presented for payment (each, a “"Paying Agent”"), one or more offices or agencies where Notes may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Notes and of their transfer and exchange (the “"Register”"). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one an office or more offices or agencies agency where Notes Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one an office or more offices or agencies agency in the Borough of Manhattan, the City of New York, where Notes Securities may be presented for redemption, purchase or payment (each, a “Paying Agent”), one an office or more offices or agencies agency where Notes Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United Statesserved. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register of the Notes Securities (“Register”) and of their transfer and exchange (the exchange. The Company may have one or more co-registrars, one or more additional paying agents, and one or more additional conversion agents. The term “Register”)Registrar” includes any co-registrar, including any named pursuant to Section 9.6. The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 9.6. The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 9.6. The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Agent or Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)Agent. The Company hereby initially designates appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent, and Agent in connection with the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposesSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The Such 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as initial Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the United States (located at 000 Xxxxxx Xxxxxx Xxxxx, X0000-000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Operations, Tel. 0-000-000-0000 as such an office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-1419, Attention: Xxxxxxx X. Xxxxxxxxxx, Corporate Trust Services), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be serveddelivered. The Company will shall at all times maintain a Paying Agent, Conversion Agent, Registrar 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 delivered in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent location for service delivery of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Registrar, Conversion Agent or Paying Agent (except for the purposes of Article 8); provided that if the Company or any Affiliate of the Company is acting as Paying Agent, and an Event of Default occurs under either of Section 6.01(h) or 6.01(i), thereafter the Trustee shall serve as the Paying Agent. The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as such and the office or agency of the Company Trustee in the United States (located at the Corporate Trust Office) for each of the aforesaid purposes. The Company may maintain deposit accounts and conduct other banking transactions with the Trustee in the normal course of business.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at 000 Xxxxxxx Xxxxxx, New York, NY 10286 Tel. 000-000-0000, Attention: Corporate Trust Administration – 8W), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at c/o U.S. Bank Association, Corporate Trust Services, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, Tel. (000) 000-0000, Attention: Xxxxx Xxxxxx (Micron 2033E Indenture)), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at c/o U.S. Bank Association, Corporate Trust Services, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, Tel. (000) 000-0000, Attention: Xxxxx Xxxxxx (Micron 2043 Indenture)), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one an office or more offices or agencies agency where Notes Securities may be presented for registration of transfer or for exchange (each, a “Registrar”"REGISTRAR"), one an office or more offices or agencies agency where Notes Securities may be presented for repurchase or payment (each, a “Paying Agent”"PAYING AGENT"), one an office or more offices or agencies agency where Notes Securities may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. Pursuant to Section 6.5, the Company will at all times maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the United StatesBorough of Manhattan, New York City. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register of the Notes Securities (the "REGISTER") and of their transfer and exchange (the “Register”)exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 6.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent not or co-registrar (in each case, if such Registrar, agent or co-registrar is a party to this IndenturePerson other than the Trustee). The Each 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 Agent not a party to this Indenturesuch agent. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing noticeConversion Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)such and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company hereby initially designates appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent, and Agent in connection with the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposesSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes Securities may be presented for registration of transfer or for exchange (each, a “Registrar”"REGISTRAR"), one or more offices or agencies where Notes Securities may be presented for payment (each, a “Paying Agent”"PAYING AGENT"), one or more offices or agencies where Notes Securities may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United States16 -10- Borough of Manhattan, the City of New York. One of the Registrars (the “Primary Registrar”"PRIMARY REGISTRAR") shall keep a register of the Notes Securities and of their transfer and exchange (the “Register”)exchange. The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 8)10). The Company hereby initially designates the Trustee as Paying Agent, Registrar, Primary Registrar, Custodian and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one an office or more offices or agencies agency where Notes Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one an office or more offices or agencies agency where Notes Securities may be presented for purchase or payment (each, a “Paying Agent”), one an office or more offices or agencies agency where Notes Securities may be presented for conversion (each, a “Conversion Agent”) and one an office or more offices or agencies agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Pursuant to Section 7.6, the Company will shall at all times maintain a Paying Agent, Conversion Agent, Agent and Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United Statesserved. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register of the Notes Securities (“Register”) and of their transfer and exchange (the “Register”)exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Registrar includes any co-registrar, including any named pursuant to Section 7.6. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 7.6. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 7.6. The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8)Agent. The Company hereby initially designates appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent, and Agent in connection with the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposesSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at c/o U.S. Bank Association, Corporate Trust Services, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, Tel. (000) 000-0000, Attention: Xxxxx Xxxxxx (Micron 2033F Indenture)), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the United States (located at 000 Xxxxxxx Xxxxxx, New York, NY 10286 Fax 000-000-0000, Attention: Corporate Trust Administration – 8W), one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes Securities may be presented for registration of transfer or for exchange (each, a “"Registrar”"), one or more offices or agencies where Notes Securities may be presented for payment (each, a “"Paying Agent”"), one or more offices or agencies where Notes Securities may be presented for conversion (each, a “"Conversion Agent”) "), and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar Registrar, and an office or agency where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served in the United StatesBorough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register of the Notes Securities and of their transfer and exchange (the “Register”)exchange. The Company shall enter into an appropriate agency agreement with any Agent that is not a party to this Indenturethe Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall promptly notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent Agent, or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 10.7. The Company or any Affiliate of the Company may act as Paying Agent (Agent, except that for the purposes of Article 8)Articles 3 and 11, neither the Company nor any of the Guarantors or their respective Affiliates shall act as Paying Agent. The Company hereby initially designates the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency in the Borough of the Company Manhattan, The City of New York for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices cause to be maintained in The City of New York, New York an office or agencies agency: (i) where Notes securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies ; (ii) where Convertible Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies ; (iii) where Convertible Notes may be presented for conversion (each, a the “Conversion Agent”); (iv) where Convertible Notes may be presented for redemption; and one or more offices or agencies (v) where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Convertible Notes and this Indenture may be served in by the United States. One holders of the Registrars (the “Primary Registrar”) Convertible Notes. The Registrar shall keep a register Register (“Register”) of the Convertible Notes and of their transfer and exchange (the “Register”)exchange. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent” includes any additional paying agent, and the term “Conversion Agent” includes any additional Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or co-registrar without prior notice. The Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture and shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company or any of its Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar, except that for purposes of Article VIII and Section 4.06, neither the Company nor any of its Subsidiaries shall notify the Trustee of the name and address of any Agent not a party to this Indentureact as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing noticeConversion Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and the Corporate Trust Office of the Trustee shall initially act as such office or agency of the Company for each of the aforesaid purposessuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be serveddelivered. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar 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 delivered in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any 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 Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent location for service delivery of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8); provided that if the Company or any Affiliate of the Company is acting as Paying Agent, and an Event of Default occurs under either of Section 6.01(f) or 6.01(g), thereafter the Trustee shall serve as the Paying Agent. The Company hereby initially designates the Trustee as Paying Agent, Agent and Registrar, and Conversion Agent, and each of the Corporate Trust Office of the Trustee as such and the office or agency of the Company Trustee in the United States (located at 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 90071) for each of the aforesaid purposes. Each Noteholder may elect to have the Trustee act as custodian (the “Custodian”) on behalf of such Noteholder, and the electing Noteholders are deemed to have consented to the appointment of the trustee as Custodian. The Trustee as Custodian shall have the same rights, benefits, and protections as the Trustee.