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

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) an office or agency where Securities may be presented for conversion (“Conversion Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (“each, a "Registrar”"), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (“each, a "Paying Agent”) and (iii) an office "), one or agency more offices or agencies where 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 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 Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the "Primary Registrar") shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentnot a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 6.1 and Article 10). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments Conversion Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street U.S. Bank and Trust Company, N.A.National Association, an Affiliate of the Trustee, as agent of the Trustee located at 60 Xxxxxxxx000 Xxxx Xxxxxx, Xxxxxxxxx XxxxxXxxxx 0000, Xxxxxxxxx Xxx Xxxx, XX 00000, Attention: Corporate Trust Window, New York, New York 10006Services (VERITAS Software Corporation - 0.25% Convertible Subordinated Notes due 2013)), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an Registrar”),an office or agency where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Securities Notes, the Notes held by each Holder and the transfer, exchange and conversion of their transfer Notes (the “Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 4.05. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the terms of the TIA. Any 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 Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall may agree to act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its Affiliates domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian in connection with the Notes, and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially Corporate Trust Office to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for 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.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) an office or agency where Securities may be presented for conversion (“Conversion Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any SecurityholderNoteholder. 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 appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx XxxxxLevel, Xxxxxxxxx Corporate Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for repurchase, redemption or payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer transfer, exchange, repurchase, redemption and exchangeconversion. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 4.05. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the terms of the TIA. 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 Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, 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 Affiliates domestically incorporated Wholly Owned Subsidiaries may act as Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and Paying Agent in connection with the Trustee hereby accepts such appointments Securities, custodian for the Depositary with respect to the Global Securities, and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment (“"Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx61 Broadway, Xxxxxxxxx XxxxxConcourse Level, Xxxxxxxxx Corporate Trust Window, New York, New York 10006Yoxx 00000), shall be considered as one such xxxxx xx xxxxxxxxxx xx xxx xuch office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for (a) registration of transfer or for exchange in each of The City of New York (“the "New York Registrar”") and Amsterdam (the "Dutch Registrar" and together with the New York Registrar, the "Registrar"), (iib) an office purchase or agency where Securities may be presented for payment in each of The City of New York (“the "New York Paying Agent”") and Paris (the "Paris Paying Agent" and together with the New York Paying Agent, the "Paying Agent") and (iiic) an office or agency where Securities may be presented for conversion in each of The City of New York (“the "New York Conversion Agent”") and Paris (the "Paris Conversion Agent" and together with the New York Conversion Agent, the "Conversion Agent"). Any city in which any Paying Agent or any Conversion Agent is located shall be called herein a "Place of Payment" or a "Place of Conversion", respectively. The New York Registrar and the Dutch Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent. The term “Conversion Agent” Agent includes any additional conversion agent. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice other than the Trustee. The agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. The Company shall notify the Trustee and the Holders of the name and address of any Agent not a party such agent and of any change in any office or agency referred to this Indenturein Section 4.05. If the Company fails to appoint or maintain another entity as any required Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Company or any Subsidiary or an Affiliate of its Affiliates either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee The Bank of New York as Paying Agent, Registrar, New York Conversion Agent and Custodian New York Paying Agent in connection with the Securities and initially appoints BNP Paribas, a societe anonyme organized under the Trustee hereby accepts such appointments and each laws of the corporate trust office French Republic, as Paris Conversion Agent and Paris Paying Agent in connection with the Securities, pursuant to a Paying and Conversion Agency Agreement dated as of the Trustee in Los AngelesNovember 16, California and the office or agency of the Trustee in the Borough of Manhattan, 2000. The City of New York, State Company initially appoints The Bank of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, as New York 10006)Registrar. The Company also initially appoints Netherlands Management Company B.V., shall be considered a company incorporated under the laws of The Netherlands, as one such office or agency Dutch Registrar pursuant to a Registrar's Agreement dated as of the Company for the aforesaid purposesNovember 16, 2000.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for redemption, repurchase or payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“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. Pursuant to Section 6.5, the Company shall 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 Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar (in each case, if such Registrar, agent or Conversion Agent without prior notice co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. 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 appoint or maintain another entity as a Registrar, Paying Agent Agent, or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each Securities. The initial office of the corporate trust Registrar, Paying Agent and Conversion Agent shall be the office of the Trustee in Los Angeles, California and the office or agency of the Trustee that is located in the Borough of Manhattan, The City of New York, State of New York (City, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of office on the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Windowdate hereof is 000 Xxxxxxx Xxxxxx, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes10286.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (“each, a "Registrar”"), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (“each, a "Paying Agent”) and (iii) an office "), one or agency more offices or agencies where 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 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 Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the "Primary Registrar") shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentnot a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 5.1 and Article 9). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Conversion Agent and Primary Registrar, Securities Custodian and the Trustee hereby accepts such appointments Conversion Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee or any affiliate of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Xxxxx Fargo Bank and Trust CompanyMinnesota, N.A., an Affiliate of the Trustee located at 60 00 Xxxxxxxx, Xxxxxxxxx 00xx Xxxxx, Xxxxxxxxx MAC X0000-000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust WindowServices (Fair Xxxxx Corporation - 1.5% Senior Convertible Notes due August 15, New York, New York 100062023)), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (ii) an office or agency where Securities Notes may be presented for redemption, repurchase or payment (“Paying Agent”) and (iii) "PAYING AGENT"), an office or agency where Securities Notes may be presented for conversion (“"CONVERSION 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. Such office shall be the Corporate Trust Office of the Trustee. Pursuant to Section 6.5, the Company shall at all times maintain a Registrar, Paying Agent, Conversion Agent”)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 in the Borough of Manhattan, The City of New York. Such office in New York shall be initially located at 000 Xxxxxxx Xxxxxx, Floor 8W, New York, New York 10286. The Registrar shall keep a register of the Securities Notes (the "REGISTER") and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar (in each case, if such Registrar, agent or Conversion Agent without prior notice co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. 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 appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesNotes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (“each, a "Registrar”"), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (“each, a "Paying Agent”) and (iii) an office "), one or agency more offices or agencies where 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 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 Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the "Primary Registrar") shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentnot a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 6.1 and Article 10). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments Conversion Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window61 Broadway, New York, New York 10006, Attention: Corporate Trust Admixxxxxxxxxx (Xxxxxx Xxxxxxxxxxx - 0.00% Convertible Subordinated Notes Due February 1, 2007), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company Issuers shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“the "Registrar”"), (ii) an office or agency where Securities may be presented for payment (“the "Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“the "Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company Issuers may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “"Paying Agent” " includes any additional paying agent agent, the term "Registrar" includes any co-registrars and the term “"Conversion Agent” " includes any additional conversion agents. The Issuers initially appoint the Trustee as (i) Registrar, Paying Agent and Conversion Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities. The Issuers shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company may change any Paying Agent, Registrar, co-registrar or Conversion Agent without prior notice to any Securityholder. The Company Issuers shall notify the Trustee of the name and address of any Agent not a party to this Indenturesuch agent. If the Company fails Issuers fail to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuers or any of its Affiliates their domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent, Registrar, co-registrar Registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Issuers may remove any Registrar, Paying Agent or Conversion Agent upon written notice to such Registrar, Paying Agent or Conversion Agent and Custodian to the Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent or Conversion Agent, as the case may be, and delivered to the Trustee hereby accepts such appointments and each of the corporate trust office of or (2) notification to the Trustee in Los Angeles, California and the office or agency of that the Trustee shall serve as Registrar, Paying Agent or Conversion Agent until the appointment of a successor in the Borough of Manhattanaccordance with clause (1) above. The Registrar, The City of New YorkPaying Agent or Conversion Agent may resign at any time upon written notice; provided, State of New York (which shall initially be State Street Bank and Trust Companyhowever, N.A., an Affiliate of that the Trustee located at 60 Xxxxxxxxmay resign as Registrar, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered Paying Agent or Conversion Agent only if the Trustee also resigns as one such office or agency of the Company for the aforesaid purposesTrustee in accordance with Section 7.08.

Registrar, Paying Agent and Conversion Agent. The Company Trust shall -------------------------------------------- maintain in the Borough of ManhattanWest Des Moines, City of New York, State of New York Iowa (i) an office or agency where Trust Preferred Securities may be presented for registration of transfer or for exchange (“the "Registrar”"), (ii) an office or agency where Trust Preferred Securities may be presented for payment (“the "Paying Agent”") and (iii) an office or agency where Trust Preferred Securities may be presented for conversion (“the "Conversion Agent”"). The Registrar shall keep a register of the Trust Preferred Securities and of their transfer and exchange. The Company Trust may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company Agent and may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. The term “"Paying Agent” " includes any additional paying agent and the term “"Conversion Agent” " includes any additional conversion agent. The Company Trust may change any Paying Agent, Registrar, co-registrar or Conversion Agent without prior notice to any SecurityholderHolder. The Company Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrative Trustees. The Trust shall notify the Property Trustee of the name and address of any Agent not a party to this IndentureDeclaration. If the Company Trust fails to appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Property Trustee shall act as such. The Company Trust or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee Trust shall act as Paying Agent, Registrar, co-registrar, and Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesTrust Common Securities. The Trust initially appoints the Property Trustee as Registrar, Paying Agent and Conversion Agent for the Trust Preferred Securities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (“each, a "Registrar”"), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (“each, a "Paying Agent”) and (iii) an office "), one or agency more offices or agencies where 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 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 Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the "Primary Registrar") shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentnot a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 6.1 and Article 10). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments Conversion Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window61 Broadway, New York, New York 10006, Attention: Corporate Trust Adxxxxxxxxxxxx (Xxxxxxxx Xxxxxxxxxxx - 3% Convertible Subordinated Notes Due November 1, 2006)), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (each, a “Paying Agent”) and (iii) an office ), one or agency more offices or agencies where 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 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 Securities and this Indenture may be served in The Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. (NY) 20543/090/INDENTURE/arm.indenture.doc The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentnot a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 5.01 and Article 9). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Conversion Securities Custodian, Bid Solicitation Agent and Custodian and the Trustee hereby accepts such appointments Conversion Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the The Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window000 Xxxxxxx Xxxxxx, New York, New York 1000610286, Attention: Corporate Trust Administration), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Securities Notes, the Notes held by each Holder and the transfer, exchange and conversion of their transfer Notes (the “Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 4.05. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the terms of the TIA. Any 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 Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall may agree to act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its Affiliates domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian in connection with the Notes, and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially Corporate Trust Office to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for 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.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Debentures may be presented for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), (ii) an office or agency where Securities Debentures may be presented for payment (“Paying Agent”the "PAYING AGENT") and (iii) an office or agency where Securities the Debentures may be presented for conversion (“Conversion Agent”the "CONVERSION AGENT"). The Registrar shall keep a register of the Securities Debentures (the "REGISTER") and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, registrars and one or more additional paying agents upon the reasonable approval of the other Registrar or Registrars or Paying Agent or Paying Agents, as the case may be, and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve at the Company expense of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesCompany. The term “Paying Agent” "REGISTRAR" includes any co-registrar or co-registrars and the term "PAYING AGENT" includes any additional paying agent and the term “Conversion Agent” includes any additional conversion agentor paying agents. The Company may change any Paying Agent, Registrar, co-registrar or Conversion Agent or Registrar without prior notice to any SecurityholderHolder. The Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company or any Subsidiary may act as Paying Agent (except for purposes specified in Sections 2.8 and 4.1), Conversion Agent or Registrar. If the Company fails to appoint or maintain itself or another entity Person as Registrar, Paying Conversion Agent or Conversion Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of its Affiliates may act as Paying the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, Registrar, co-registrar or Conversion . The Company shall notify the Trustee of the name and address of any such Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angelesat 127 Xxxxxx Xxxxxx, California and 00xx Xxxxx, Xxxxxxxxx, Xxxx, 00000-0000, xxd through it the office or agency offices of the Trustee in the Borough of Manhattanits agent, The City Society Trust Company of New York, State of New York (which shall initially be State Street Bank and Trust Company5 Haxxxxx Xxxxxx, N.A.00xx Xxxxx, an Affiliate Xxx Xxxx, Xxx Xxxx 00000, xx the offices or agencies for each of the Trustee located at 60 Xxxxxxxxpurposes designated in this Section 2.3 to act as Registrar, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of Paying Agent and Conversion Agent with respect to the Company for the aforesaid purposesDebentures.

Registrar, Paying Agent and Conversion Agent. The Company Issuer shall maintain in the The Borough of Manhattan, Manhattan in The City of New York, State of New York (i) York, an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment and repurchase (“"Paying Agent”) and (iii) "), an office or agency where Securities may be presented for conversion (“"Conversion Agent”)") and an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company Issuer may appoint one or more co-registrarsRegistrars, one or more additional paying agents Paying Agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office Conversion Agents, which may be inside or agency in the outside The Borough of Manhattan, The City of New York, State of New York, for such purposes. The term “"Registrar" includes any co- Registrar, the term "Paying Agent” " includes any additional paying agent Paying Agent and the term “"Conversion Agent” " includes any additional conversion agentConversion Agent. The Company Issuer may change any Paying Agent, Registrar, co-registrar Paying Agent or Conversion Agent without prior notice to any SecurityholderHolder. If the Issuer fails to appoint or maintain another person as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company Issuer or any Affiliate of the Issuer may act as Registrar or Conversion Agent. Except for purposes of Article Nine, the Issuer or any Affiliate of the Issuer may act as Paying Agent. The Issuer 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 Issuer shall promptly notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company Issuer fails to appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company Issuer initially appoints the Trustee as Registrar, Paying Agent, Registrar, Conversion Agent and Custodian agent for service of notices and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesdemands.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”) and (iii) an office or agency where Securities Notes may be presented for conversion (the “Conversion Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” includes any additional paying agent agent, the term “Registrar” includes any co-registrars and the term “Conversion Agent” includes any additional conversion agent. The Company may change any Paying Agent, initially appoints the Trustee as (i) Registrar, co-registrar Paying Agent and Conversion Agent in connection with the Notes and (ii) the custodian with respect to the Global Notes. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent without prior notice not a party to any Securityholderthis 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 Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, 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 Affiliates domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. The Company may remove any Registrar, Paying Agent or Conversion Agent upon written notice to such Registrar, Paying Agent, Conversion Agent and to the Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar, co-registrar Paying Agent or Conversion Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar, Paying Agent or Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Company initially appoints Registrar, Paying Agent or Conversion Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent, Registrar, Conversion Agent and Custodian and or Registrar only if the Trustee hereby accepts such appointments and each of the corporate trust office of the also resigns as Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesaccordance with Section 7.08.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) City an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency in where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented surrendered for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Securities Notes, the Notes held by each Holder and the transfer, exchange and conversion of their transfer Notes (the “Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any such additional paying agent and the agents. The term “Conversion Agent” Agent includes any such additional conversion agent. The Company may change any Paying Agent, Registrar, co-registrar or Conversion Agent without prior notice to any Securityholderagents. 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 (i) shall implement the provisions of this Indenture relating to such agent and (ii) in the case of the Paying Agent, shall include the provisions set forth in Section 5.05. The Company shall promptly notify the Trustee of the name and address of any Agent not a party to this Indenturesuch agent, and of any change therein. If the Company fails to appoint or maintain another entity as any of a Registrar, Paying Agent or Conversion Agent, any presentations, surrenders, notices and demands required to be made by, or at the office of, any such agent may be made or served at the Corporate Trust Office or in accordance with Section 15.01; provided that the Trustee shall act as suchbe entitled to appropriate compensation therefor pursuant to Section 8.06. The Company or any of its Affiliates may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian in connection with the Notes, and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially Corporate Trust Office to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for 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 have an office or agency located within the Borough of Manhattan, New York City.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities Notes may be presented for repurchase or payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion 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. Pursuant to Section 6.5, the Company shall 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 Notes and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar (in each case, if such Registrar, agent or Conversion Agent without prior notice co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. 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 appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each Notes. The initial office of the corporate trust Registrar, Paying Agent and Conversion Agent shall be the office of the Trustee in Los Angeles, California and the office or agency of the Trustee that is located in the Borough of Manhattan, The City of New York, State of New York (City, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee office is presently located at 60 Xxxxxxxx100 Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window8 West, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes10286.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) continental United States an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The 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 Securities Notes (the “Register”). The entries in the Register shall be conclusive, and the parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of their transfer and exchangethis Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any such additional paying agent and the agents. The term “Conversion Agent” Agent includes any such additional conversion agentagents. The Company may change any Paying Agent, Registrar, co000-registrar or Conversion Agent without prior notice to any Securityholder. 0000-0000/7/AMERICAS 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 appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, any presentations, surrenders, notices and demands required to be made by, or at the office 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 of its Affiliates may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion AgentRegistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, the Registrar, Conversion Agent and Custodian as its agent for service of notice and demands in connection with the Notes, and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially Corporate Trust Office to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for 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 in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of the Holders, the Securities held by each Holder and the transfer, exchange and conversion of their transfer Securities (“Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 3.05. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 3.05. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the terms of the TIA. 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 Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 6.07. The Company or any of its Affiliates domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and Paying Agent in connection with the Trustee hereby accepts such appointments Securities, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall to be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recording of, and shall record, the names and addresses of holders of the Securities Notes, the Notes held by each holder and the transfer, exchange and conversion of their transfer Notes (the “Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 4.02. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 4.02. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the terms of the TIA. Any 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 Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall may agree to act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 6.06. The Company or any of its Affiliates domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian in connection with the Notes, and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially Corporate Trust Office to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for 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.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (“each, a "Registrar”"), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (“each, a "Paying Agent”) and (iii) an office "), one or agency more offices or agencies where 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 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 Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the "Primary Registrar") shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentnot a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 6.1 and Article 10). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments Conversion Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window61 Broadway, New York, New York 10006, Attention: Corporate Trust Admixxxxxxxxxx (Xxxxxxxxxx Xxxxxxxxxxx - 2 1/4% Convertible Subordinated Notes due 2006)), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment (“"Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any SecurityholderNoteholder. 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 appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angelesat Sixth and Marquette, California MAC N9300-000, Xxxxxxxxxxx, XX 00000, Xxtention: Corporate Trust Services, and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and c/o Depository Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx1st Floor, Xxxxxxxxx XxxxxTADS Department, Xxxxxxxxx Trust Window55 Water Street, New York, New York 10006NY 10041), which shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) or the City of Boston, Massachusetts an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), (ii) an office or agency where Securities Notes may be presented for payment (“Paying Agent”the "PAYING AGENT") and (iii) an office or agency where Securities the Notes may be presented for conversion (“Conversion Agent”the "CONVERSION AGENT"). The Registrar shall keep a register of the Securities Notes (the "REGISTER") and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, registrars and one or more additional paying agents upon the reasonable approval of the other Registrar or Registrars or Paying Agent or Paying Agents, as the case may be, and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve at the Company expense of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesCompany. The term “Paying Agent” "REGISTRAR" includes any co-registrar or co-registrars and the term "PAYING AGENT" includes any additional paying agent and the term “Conversion Agent” includes any additional conversion agentor paying agents. The Company may change any Paying Agent, Registrar, co-registrar or Conversion Agent or Registrar without prior notice to any SecurityholderHolder. The Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company or any Subsidiary may act as Paying Agent (except for purposes specified in Sections 2.8 and 4.1), Conversion Agent or Registrar. If the Company fails to appoint or maintain itself or another entity Person as Registrar, Paying Conversion Agent or Conversion Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of its Affiliates may act as Paying the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, Registrar, co-registrar or Conversion . The Company shall notify the Trustee of the name and address of any such Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angelesat the Corporate Trust Office, California and through it the office or agency offices of the Trustee in the Borough of Manhattanits agent, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx61 Bxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust WindowXxx Xxxx, New YorkXxx Xxxx 00000, New York 10006), shall be considered as one such office xx the offices or agency agencies for each of the Company for purposes designated in this Section 2.3 to act as Registrar, Paying Agent and Conversion Agent with respect to the aforesaid purposesNotes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, New York, where Notes may be presented for payment and through which the Company shall pay the principal of, and interest, including any Additional Interest on, and Additional Amounts with respect to, the Notes (ii) “Paying Agent”), an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Securities Notes, the Notes held by each Holder and the transfer, exchange and conversion of their transfer Notes (the “Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 5.02. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 5.02. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice Registrar not a party to any Securityholderthis Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall may agree to act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.06. The Company or any of its Affiliates domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion AgentRegistrar. The Company initially appoints The Bank of New York Mellon as the Trustee as Paying Agent, the Transfer Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los AngelesNotes, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State Bank of New York (which shall initially be State Street Bank and Trust CompanyMellon, N.A.000 Xxxxxxx Xxxxxx, an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust WindowFloor 4E, New York, New York 10006)NY 10286, shall USA, to be considered as one such office or agency of the Company for the aforesaid purposes. The obligation of the Agents are several, and not joint. If the Company maintains an additional Paying Agent in a European Union member state, it will ensure that it maintains such Paying Agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive (so long as there is such a member state).

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment (“"Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any SecurityholderNoteholder. 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 appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angelesat 101 Barclay Street, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust WindowFloor 21 West, New York, New York 10006)NY 10286, shall be considered as one such office or agency of the Company for the aforesaid purposesAttention: Xxxxxxxxx Xxxxx Xxxxxxxxxxxxxx - Global Finance Unit.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment (“"Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any SecurityholderNoteholder. 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 appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx61 Bxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Xxxst Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for redemption, repurchase or payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“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. Pursuant to Section 6.5, the Company shall 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 Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar (in each case, if such Registrar, agent or Conversion Agent without prior notice co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. 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 appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each Securities. The initial office of the corporate trust Registrar, Paying Agent and Conversion Agent shall be the office of the Trustee in Los Angeles, California and the office or agency of the Trustee that is located in the Borough of Manhattan, The City of New York, State of New York (City, which shall initially be State Street Bank and office on the date hereof is Xxxxx Fargo Corporate Trust CompanyServices, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx 00 Xxxxxxxx 00xx Xxxxx, Xxxxxxxxx Trust WindowXxx Xxxx, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesXxx Xxxx 00000.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (“each, a "Registrar”"), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (“each, a "Paying Agent”) and (iii) an office "), one or agency more offices or agencies where 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 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 Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the "Primary Registrar") shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentthat is not a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 6.1 and Article 10). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Conversion Agent and Primary Registrar, Securities Custodian and the Trustee hereby accepts such appointments Conversion Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at 60 00 Xxxxxxxx, Xxxxxxxxx XxxxxXxx Xxxx, Xxxxxxxxx Xxx Xxxx 00000, Attention: Corporate Trust WindowAdministration (Cymer, New YorkInc. -- 3 1/2% Convertible Subordinated Notes due February 15, New York 100062009)), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for redemption, repurchase or payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“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. Pursuant to Section 6.5, the Company shall 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 Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar (in each case, if such Registrar, agent or Conversion Agent without prior notice co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. 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 appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each Securities. The initial office of the corporate trust Registrar, Paying Agent and Conversion Agent shall be the office of the Trustee in Los Angeles, California and the office or agency of the Trustee that is located in the Borough of Manhattan, The City of New York, State of New York (City, which shall initially be State Street Bank and Trust Companyoffice on the date hereof is 000 Xxxxxxx Xxxxxx, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window21st Floor, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes10286.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (“each, a "Registrar”"), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (“each, a "Paying Agent”) and (iii) an office "), one or agency more offices or agencies where 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 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 Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the "Primary Registrar") shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentnot a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 6.1 and Article 10). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Custodian (as defined in Section 8.1) and Conversion Agent and Custodian and the Trustee hereby accepts such appointments Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street U.S. Bank and Trust Company, N.A.National Association, an Affiliate of the Trustee, as agent of the Trustee located at 60 XxxxxxxxMail Station: EX-NY-WALL, Xxxxxxxxx Xxxxx000 Xxxx Xxxxxx, Xxxxxxxxx Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust WindowServices (Emulex Corporation - 0.25% Convertible Subordinated Notes due December 15, New York, New York 100062023)), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (“each, a "Registrar”"), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (“each, a "Paying Agent”) and (iii) an office "), one or agency more offices or agencies where 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 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 Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the "Primary Registrar") shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentnot a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. 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, co-registrar or Conversion Agent without prior notice to any Securityholder. 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 appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 6.1 and Article 10). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments Conversion Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window[61 Broadway, New York, New York 10006, Attention: Corporate Trust Adxxxxxxxxxxxx] (Xxxxxxxx, Xxx. 0 0/2% Convertible Subordinated Notes due December 15, 2006)), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) continental United States an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The 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 Securities Notes (the “Register”). The entries in the Register shall be conclusive, and the parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of their transfer and exchangethis Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any such additional paying agent and the agents. The term “Conversion Agent” Agent includes any such additional conversion agent. The Company may change any Paying Agent, Registrar, co-registrar or Conversion Agent without prior notice to any Securityholderagents. The Company shall promptly notify the Trustee 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 appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, any presentations, surrenders, notices and demands required to be made by, or at the office of, any such agent may be made or served at the 000-0000-0000/13/AMERICAS 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 of its Affiliates may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion AgentRegistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian in connection with the Notes, and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially Corporate Trust Office to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 60 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for 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.