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

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Securities may be presented for repurchase, redemption or payment (“Paying Agent”), 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, exchange, repurchase, redemption and conversion. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Registrar, Paying Agent, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities Notes may be presented for registration of transfer or for exchange (“"Registrar”"), an office or agency where Securities Notes may be presented for repurchase, redemption purchase or payment (“"Paying Agent”), 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 Notes may be servedpresented for conversion ("Conversion Agent"). The Registrar shall keep a register of the Securities Notes and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Agent" under the Base Indenture. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (provided, however, that a separate agreement shall not a party to this Indenture, which shall incorporate be necessary in the terms case of the TIATrustee serving in any such capacity). The 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 such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The from the Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Registrar, Paying Agent, Conversion Agent or co-registrartherefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the SecuritiesNotes, custodian for and the Depositary with respect Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the Global Securitiesextent serving in any such capacity, and be entitled to each office or agency of the Trustee immunities, benefits, indemnifications and rights of reimbursement provided to be such office or agency of it under the Company for the aforesaid purposesIndenture as Trustee.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the United States where Securities may be presented for repurchase, redemption purchase or payment (“Paying Agent”), 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 the Indenture may be served. The Registrar shall keep a register of the Securities (“Register”) and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have one or more co-registrars, one or more additional paying agents agents, and one or more additional conversion agents. The term “Registrar” includes any co-registrar, including any named pursuant to Section 10.02 of the Original Indenture. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.0510.02 of the Original Indenture. The term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.0510.02 of the Original Indenture. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this First Supplemental Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this the Indenture that relate to such agentAgent. The Company shall notify the Trustee of the name and address of any such agentAgent not a party to this First Supplemental Indenture. If the Company fails to maintain a Registrar, Paying Agent or Conversion AgentAgent or agent for service of notices and demands in any place required by the Indenture, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. The Company or any Affiliate of its domestically incorporated Wholly Owned Subsidiaries the Company may act as Registrar, Paying Agent, Conversion Agent or co-registrar. The Company hereby initially appoints the Trustee as Registrar, Conversion Paying Agent and Paying Conversion Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the United States where Securities may be presented for repurchase, redemption purchase or payment (the “Paying Agent”), an office or agency where Securities may be presented for conversion (the “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. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have one or more co-registrars, one or more additional paying agents agents, and one or more additional conversion agents. The term “Registrar” includes any co-registrar, including any named pursuant to Section 5.06. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.055.06. The term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.055.06. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company shall notify the Trustee of the name and address of any such agentAgent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent or Conversion AgentAgent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. The Company or any Affiliate of its domestically incorporated Wholly Owned Subsidiaries the Company may act as Registrar, the Paying Agent, Conversion Agent or co-registrar. The Company hereby initially appoints the Trustee as the Registrar, Conversion Paying Agent and Paying Conversion Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (“Registrar”"REGISTRAR"), an office or agency where Securities may be presented for repurchase, redemption purchase or payment (“Paying Agent”), "PAYING AGENT") and 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"CONVERSION AGENT"). The Registrar shall keep a register of the Securities and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent. The Company may change any Paying Agent, including Registrar or Conversion Agent without prior notice to any named pursuant to Section 4.05Holder. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not (in each case, if such Registrar, agent or co-registrar is a party to this Indenture, which shall incorporate Person other than the terms of the TIATrustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.075.8. The Company or any Subsidiary or an Affiliate of its domestically incorporated Wholly Owned Subsidiaries either of them may act as Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Paying Agent and Paying Conversion Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain or cause to be maintained in the City of New York, New York or Chicago, Illinois, an office or agency in New York City agency: (i) where Securities securities may be presented for registration of transfer or for exchange (“"Registrar”"), an office or agency ; (ii) where Securities Convertible Subordinated Notes may be presented for repurchase, redemption or payment (“"Paying Agent”"), an office or agency ; (iii) where Securities Convertible Subordinated Notes may be presented for conversion (“the "Conversion Agent”"); and (iv) and an office or agency where notices and demands to or upon the Company in respect of the Securities Convertible Subordinated Notes and this Indenture may be servedserved by the holders of the Convertible Subordinated Notes. The Registrar shall keep a register Register ("Register") of the Securities Convertible Subordinated Notes and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term "Paying Agent Agent" includes any additional paying agent, including any named pursuant to Section 4.05. The and the term "Conversion Agent Agent" includes any additional conversion agent, including any named pursuant to Section 4.05Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or co-registrar without prior notice. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture and shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar coregistrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company or any of its subsidiaries may act as Paying Agent, Registrar, Conversion Agent or coregistrar, except that for purposes of Articles III and VIII and Section 4.06, neither the Company nor any of its subsidiaries shall notify the Trustee of the name and address of any such agentact as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent or Conversion Agent, the Trustee shall act as such such, and the Trustee shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may initially act as Registrar, Paying Agent, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposessuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities Notes may be presented for registration of transfer or for exchange (“"Registrar”"), an office or agency where Securities Notes may be presented for repurchase, redemption purchase or payment (“"Paying Agent”), an office or agency where Securities may be presented for conversion (“Conversion Agent”") and an office or agency where notices to or upon Notes may be presented for conversion (together with any other person authorized by the Company to convert Notes in respect accordance with the provisions of Article 10 hereof, the Securities and this Indenture may be served"Conversion Agent"). The Registrar shall keep a register of the Securities Notes and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have one or more co-registrarsRegistrars, one or more additional paying agents Paying Agents and one or more additional conversion agentsConversion Agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company shall enter into an appropriate agency agreement agreements with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this IndentureRegistrar, which shall incorporate if other than the terms of the TIATrustee. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such such, and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. The -15- Company or any Subsidiary, or an Affiliate of its domestically incorporated Wholly Owned Subsidiaries either of them, may act as Registrar, Paying Agent, Registrar, Conversion Agent or and/or co-registrarRegistrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposesNotes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain or cause to be maintained in such locations as it shall determine, which may be the Corporate Trust Office, an office or agency in New York City agency: (i) where Securities Convertible Notes may be presented for registration of transfer or for exchange into other Convertible Notes (“"Registrar”"), an office or agency ; (ii) where Securities Convertible Notes may be presented for repurchase, redemption or payment (“"Paying Agent”"), an office or agency ; (iii) where Securities Convertible Notes may be presented for conversion into Common Stock (“the "Conversion Agent”"); and (iv) and an office or agency where notices and demands to or upon the Company in respect of the Securities Convertible Notes and this Indenture may be servedserved by the holders of the Convertible Notes. The Registrar shall keep a register ("Register") of the Securities Convertible Notes and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term "Paying Agent Agent" includes any additional paying agent, including any named pursuant to Section 4.05. The and the term "Conversion Agent Agent" includes any additional conversion agent, including any named pursuant to Section 4.05Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or co-registrar without prior notice. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture and shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company or any of its subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar, except that for purposes of Article VIII and Section 4.06, neither the Company nor any of its subsidiaries shall notify the Trustee of the name and address of any such agentact as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent or Conversion Agent, the Trustee shall act as such such, and the Trustee shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may initially act as Registrar, Paying Agent, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposessuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain or cause to be maintained in such locations as it shall determine, which may be the Corporate Trust Office, an office or agency in New York City agency: (i) where Securities securities may be presented for registration of transfer or for exchange (“"Registrar”"), an office or agency ; (ii) where Securities Convertible Notes may be presented for repurchase, redemption or payment (“"Paying Agent”"), an office or agency ; (iii) where Securities Convertible Notes may be presented for conversion (“the "Conversion Agent”"); and (iv) and an office or agency where notices and demands to or upon the Company or the Guarantor in respect of the Securities Convertible Notes and this Indenture may be servedserved by the holders of the Convertible Notes. The Registrar shall keep a register ("Register") of the Securities Convertible Notes and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term "Paying Agent Agent" includes any additional paying agent, including any named pursuant to Section 4.05. The and the term "Conversion Agent Agent" includes any additional conversion agent, including any named pursuant to Section 4.05Conversion Agent. The Company shall enter into an appropriate agency agreement with may change any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentwithout prior notice. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture and shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the 10 provisions of this Indenture that relate to such agentAgent. The Company or any of its subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar, except that for purposes of Articles 5 or 11, neither the Company nor any of its subsidiaries shall act as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent or Conversion Agent, the Trustee shall act as such such, and the Trustee shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may initially act as Registrar, Paying Agent, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposessuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Securities may be presented for repurchase, redemption or payment (“Paying Agent”), 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 Holders of the Securities, the Securities held by each Holder and of their the transfer, exchangeexchange and conversion of Securities (the “Register”). The entries in the Register shall be conclusive, repurchase, redemption and conversionthe 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 have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Subsidiary or an Affiliate of its domestically incorporated Wholly Owned Subsidiaries either of them may act as Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City with the Trustee where Securities may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Securities may be presented for repurchase, redemption repurchase or payment (the “Paying Agent”), ) and an office or agency where Securities may be presented for conversion (the “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 and exchange, repurchase, redemption and conversion. The Company Company, upon prior written notice to the Trustee, may have one or more co-registrars, one or more additional paying agents reasonably acceptable to the Trustee and one or more additional conversion agents. The term “Paying Agent Agent” includes any additional paying 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 and the Parent, as applicable, shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate (if other than the terms of the TIATrustee). The Such agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company or the Parent shall notify the Trustee Trustee, in advance, of the name and address of any such agentAgent. If the Company fails and the Parent fail to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Company, the Parent or any of the Subsidiaries or Affiliates of the Parent or any of its domestically incorporated Wholly Owned Subsidiaries may act as Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain or cause to be maintained in The City of New York, New York, an office or agency in New York City agency: (i) where Securities securities may be presented for registration of transfer or for exchange (“Registrar”"REGISTRAR"), an office or agency ; (ii) where Securities Convertible Subordinated Notes may be presented for repurchase, redemption or payment (“Paying Agent”"PAYING AGENT"), an office or agency ; (iii) where Securities Convertible Subordinated Notes may be presented for conversion (“Conversion Agent”the "CONVERSION AGENT"); and (iv) and an office or agency where notices and demands to or upon the Company in respect of the Securities Convertible Subordinated Notes and this Indenture may be servedserved by the holders of the Convertible Subordinated Notes. The Registrar shall keep a register Register ("REGISTER") of the Securities Convertible Subordinated Notes and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term "Paying Agent Agent" includes any additional paying agent, including any named pursuant to Section 4.05. The and the term "Conversion Agent Agent" includes any additional conversion agent, including any named pursuant to Section 4.05Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or co-registrar without prior notice. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture and shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company or any of its subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar, except that for purposes of Articles 3 and 8, neither the Company nor any of its subsidiaries shall notify the Trustee of the name and address of any such agentact as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent or Conversion Agent, the Trustee shall act as such such, and the Trustee shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may initially act as Registrar, Paying Agent, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposessuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities Notes may be presented for registration of transfer or for exchange (“"Registrar”"), an office or agency where Securities Notes may be presented for repurchase, redemption purchase or payment (“"Paying Agent”), 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 Notes may be servedpresented for conversion ("Conversion Agent"). The Registrar shall keep a register of the Securities Notes and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent. Initially, including any named pursuant to Section 4.05the Trustee will act as Paying Agent, Conversion Agent and Registrar and State Street Bank and Trust Company, N.A., New York, New York will act as an additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (provided, however, that a separate agreement shall not a party to this Indenture, which shall incorporate be necessary in the terms case of the TIATrustee serving in any such capacity). The 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 such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07therefor. The Company or any Subsidiary or an Affiliate of its domestically incorporated Wholly Owned Subsidiaries either of them may act as Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the SecuritiesNotes, custodian for and the Depositary with respect Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the Global Securitiesextent serving in any such capacity, and be entitled to each office or agency of the Trustee immunities, benefits, indemnifications and rights of reimbursement provided to be such office or agency of it under the Company for the aforesaid purposesIndenture as Trustee.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, New York City an office or agency in New York City where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in where Securities Notes may be presented for repurchase, redemption or payment (“Paying Agent”), 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 Securities 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 of their the transfer, exchangeexchange and conversion of Notes (the “Register”). The entries in the Register shall be conclusive, repurchase, redemption and conversionthe 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 have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any such additional paying agent, including any named pursuant to Section 4.05agents. The term Conversion Agent includes any such additional conversion agent, including any named pursuant to Section 4.05agents. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement (a) shall implement the provisions of this Indenture that relate relating to such agentagent and (b) 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 such agent, and of any change therein. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such any presentations, surrenders, notices and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Registrar, Paying Agent, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee demands required to be made by, or at the office of, any such office agent may be made or agency of served at the Company for the aforesaid purposes.Corporate Trust Office or in accordance with

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Securities Notes may be presented for repurchase, redemption or payment (the “Paying Agent”), an office or agency where Securities may be presented for conversion (“Conversion Agent”) and an office or agency where notices to or upon Notes may be presented for conversion (the “Conversion Agent”). The Company in respect shall cause each of the Securities Registrar, the Paying Agent and this Indenture may be servedthe Conversion Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Securities Notes and of their transfer, exchange, repurchase, redemption transfer and conversionexchange (the “Note Register”). The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent Agent” includes any additional paying 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 shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIATrust Indenture Act. 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 each such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.078.7 hereof. The Company or any other Subsidiary of its domestically incorporated Wholly Owned Subsidiaries the Guarantor may act as Registrar, Paying Agent, Registrar, Conversion Agent or Agent, co-registrarregistrar or transfer agent. The Company initially appoints DTC to act as depository with respect to the Global Notes. The Trustee is authorized to enter into a letter of representations with DTC in the form provided to the Trustee by the Company and to act in accordance with such letter. The Company initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposesNotes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the United States where Securities may be presented for repurchase, redemption purchase or payment (“Paying Agent”), 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 the Indenture may be served. The Registrar shall keep a register of the Securities (“Register”) and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company may have one or more co-registrars, one or more additional paying agents agents, and one or more additional conversion agents. The term “Registrar” includes any co-registrar, including any named pursuant to Section 10.02 of the Base Indenture. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.0510.02 of the Base Indenture. The term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.0510.02 of the Base Indenture. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this First Supplemental Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this the Indenture that relate to such agentAgent. The Company shall notify the Trustee of the name and address of any such agentAgent not a party to this First Supplemental Indenture. If the Company fails to maintain a Registrar, Paying Agent or Conversion AgentAgent or agent for service of notices and demands in any place required by the Indenture, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. The Company or any Affiliate of its domestically incorporated Wholly Owned Subsidiaries the Company may act as Registrar, Paying Agent, Conversion Agent or co-registrar. The Company hereby initially appoints the Trustee as Registrar, Conversion Paying Agent and Paying Conversion Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company Makers shall maintain or cause to be maintained in such locations as they shall determine, which may be the Corporate Trust Office, an office or agency in New York City agency: (i) where Securities securities may be presented for registration of transfer or for exchange (“"Registrar”"), ; (ii) where Convertible Secured Notes may be presented for payment ("Paying Agent"); (iii) an office or agency where Securities may be presented for repurchase, redemption or payment (“Paying Agent”), an office or agency where Securities Convertible Secured Notes may be presented for conversion (“the "Conversion Agent”"); and (iv) and an office or agency where notices and demands to or upon the Company Makers in respect of the Securities Convertible Secured Notes and this Indenture may be servedserved by the Holders. The Registrar shall keep a register of the Securities Convertible Secured Notes and of their transfer, transfer and exchange, repurchase, redemption and conversion. The Company Makers may have appoint one or more co-registrarscoregistrars, one or more additional paying agents and one or more additional conversion agents. The term "Paying Agent Agent" includes any additional paying agent, including any named pursuant to Section 4.05. The agent and the term "Conversion Agent Agent" includes any additional conversion agent, including any named pursuant to Section 4.05Conversion Agent. The Company Makers may change any Paying Agent, Registrar, Conversion Agent or coregistrar without prior notice. The Makers shall notify the Trustee of the name and address of any Agent not a party to this Indenture and shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar coregistrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company shall notify the Trustee Neither of the name and address Makers nor any of any such agenttheir respective subsidiaries may act as Paying Agent, Registrar, Conversion Agent or coregistrar. If the Company fails Makers fail to appoint or maintain a another entity as Registrar, or Paying Agent or Conversion Agent, the Trustee shall act as such such, and the Trustee shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may initially act as Registrar, Paying Agent, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposessuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Securities may be presented for repurchase, redemption purchase or payment (“Paying Agent”), ) and 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 and exchange, repurchase, redemption and conversion. The Company Company, upon prior written notice to the Trustee, may have one or more co-registrars, one or more additional paying agents reasonably acceptable to the Trustee and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate (other than the terms of the TIATrustee). The Such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee Trustee, in advance, of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Subsidiary or an Affiliate of its domestically incorporated Wholly Owned Subsidiaries either of them may act as Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain within the continental United States an office or agency in New York City where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in where Securities Notes may be presented for repurchase, redemption or payment (“Paying Agent”), 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 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 Holders of the Securities Notes, the Notes held by each Holder and of their the transfer, exchangeexchange and conversion of Notes (the “Register”). The entries in the Register shall be conclusive, repurchase, redemption and conversionthe 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 have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any such additional paying agent, including any named pursuant to Section 4.05agents. The term Conversion Agent includes any such additional conversion agent, including any named pursuant to Section 4.05agents. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement (i) shall implement the provisions of this Indenture that relate relating to such agentagent and (ii) in the case of the Paying Agent, shall include the provisions set forth in Section 4.05. The Company shall promptly notify the Trustee of the name and address of any such agent, and of any change therein. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, any presentations and surrenders 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 14.01; provided that the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global SecuritiesNotes, and each office or agency of the Trustee Corporate Trust Office to be 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 maintain, or shall cause to be maintained, (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 and exchange, repurchase, redemption and conversion. The Company may have appoint or change one or more co-registrars, one or more additional paying agents and one or more additional conversion agents, subject to providing written notification to the Trustee of any such new registrar, paying agent or conversion agent, and may act in any such capacity on its own behalf. The term “Registrar” includes any co-registrar; the term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.05. The ; and the term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.05. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Securities Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The Such agency agreement shall implement the provisions of this Indenture that relate to such agentSecurities Agent. The Company shall notify the Trustee in writing of the name and address of any such agentSecurities Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. In each such and shall case, the Trustee will be entitled to appropriate compensation therefor for such action pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Registrar, Paying Agent, Conversion Agent or co-registrar7.06 hereof. The Company initially appoints the Trustee as RegistrarPaying Agent, Registrar and Conversion Agent and Paying Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposesAgent.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (“the "Registrar”"), an office or agency where Securities may be presented for repurchase, redemption or payment (“the "Paying Agent”), an office ") and one or agency more offices or agencies where Securities securities may be presented for conversion (“each, a "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 and exchange, repurchase, redemption and conversion. The Company may have one or more co-registrars, registrars and one or more additional paying agents and one or more additional conversion agents. The term "Paying Agent Agent" includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company shall enter into an appropriate agency agreement with any Registrar, co-registrar, Paying Agent, Agent or Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.078.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Registrar, Paying Agent, Conversion Agent or Registrar, co-registrar, transfer agent or Conversion Agent. The Company initially appoints the Trustee as Registrar, Conversion Paying Agent and Paying Conversion Agent in connection with the Securities, custodian for the Depositary with respect to the Global Securities, and each office or agency of the Trustee to be such office or agency of the Company for the aforesaid purposes.