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 where Notes may be presented for registration of transfer or for exchange ("Registrar"), an office or agency where Notes may be presented for purchase or payment ("Paying Agent") and an office or agency where Notes may be presented for conversion ("Conversion Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent. The term Conversion Agent includes any additional conversion agent. 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 be necessary in the case of the Trustee 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 from the Company therefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as Trustee.

Registrar, Paying Agent and Conversion Agent. (i) The Company shall maintain an office or agency where Notes Debentures may be presented for registration of transfer or for exchange for other Debentures ("“Registrar"”), an office or agency where Notes Debentures may be presented for purchase or payment ("“Paying Agent"”) and an office or agency where Notes Debentures may be presented for conversion into Common Stock ("“Conversion Agent"”). The Registrar shall keep a register (each such register being sometimes referred to herein as the “Security Register”) of the Notes Debentures and of their registration of transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.04. The term Conversion Agent includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Agent" under the Base Indenture. , including any named pursuant to Section 4.04. (ii) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent Registrar or co-registrar registrar, Paying Agent or Conversion Agent (provided, however, that a separate agreement shall not be necessary in other than the case of the Trustee serving in any such capacityTrustee). 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 from the therefor pursuant to Section 7.07. The Company therefor. or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. (iii) The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as TrusteeDebentures.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("the “Registrar"”), an office or agency where Notes may be presented for purchase or payment ("the “Paying Agent"”) and an office or agency where Notes may be presented for conversion ("the “Conversion Agent"”). The Company shall cause each of the Registrar, the Paying Agent and the 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 Notes and of their transfer and exchangeexchange (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. The term “Conversion Agent Agent” includes any additional conversion agent. 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 (providednot a party to this Indenture, however, that a separate agreement which shall not be necessary in incorporate the case terms of the Trustee serving in any such capacity)Trust Indenture Act. 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 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 from therefor pursuant to Section 8.7 hereof. The Company or any other Subsidiary of the Guarantor may act as Paying Agent, Registrar, Conversion Agent, co-registrar 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 thereforand 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 for the Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as Trustee.

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 agency: (i) where Notes securities may be presented for registration of transfer or for exchange ("Registrar"), an office or agency ; (ii) where Convertible Subordinated Notes may be presented for purchase or payment ("Paying Agent"); (iii) and an office or agency where Convertible Subordinated Notes may be presented for conversion (the "Conversion Agent"); and (iv) where notices and demands to or upon the Company in respect of Convertible Subordinated Notes and this Indenture may be served by the holders of the Convertible Subordinated Notes. The Registrar shall keep a register Register ("Register") of the Convertible Subordinated Notes and of their transfer and exchange. 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. The , and the term "Conversion Agent Agent" includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Conversion Agent" under the Base Indenture. 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 (provided, however, that coregistrar not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)party to this Indenture. 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 in writing 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 and shall be entitled to appropriate compensation from the Company therefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notessuch, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture shall initially act as Trusteesuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes Securities may be presented for registration of transfer or for exchange ("“Registrar"”), an office or agency in the Borough of Manhattan, the City of New York, where Securities may be presented for redemption, purchase or payment (“Paying Agent”), an office or agency where Notes Securities may be presented for purchase or payment conversion ("Paying “Conversion Agent"”) and an office or agency where Notes notices and demands to or upon the Company in respect of the Securities and this Indenture may be presented for conversion ("Conversion Agent")served. The Registrar shall keep a register of the Notes Securities (“Register”) and of their transfer and exchange. 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 9.6. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 9.6. The term “Conversion Agent Agent” includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Agent" under the Base Indenture, including any named pursuant to Section 9.6. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (provided, however, that not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company shall notify the Trustee in writing 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 from the Company thereforsuch. The Company or any Affiliate of the Company may act as Paying Agent. The Company hereby initially appoints the Trustee as Registrar, Conversion Paying Agent and Paying Conversion Agent in connection with the Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as TrusteeSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain within the continental United States an office or agency where Notes may be presented for registration of transfer or for exchange ("“Registrar"”), an office or agency in where Notes may be presented for payment (“Paying Agent”), an office or agency where Notes may be presented for purchase or payment ("Paying Agent") and an office or agency where Notes may be presented for conversion ("“Conversion Agent"”). The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the 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 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 agentagents. The term Conversion Agent includes any such additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Agent" under the Base Indentureagents. 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 (provided, however, that a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity). 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 in writing 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 from the therefor pursuant to Section 7.06. The Company thereformay act as 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 Notes, and the Trustee accepts Corporate Trust Office to be such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each office or agency of the immunitiesCompany for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, benefitsConversion Agent or the Registrar or approve a change in the location through which any of them acts; provided that the Paying Agent, indemnifications Conversion Agent and rights of reimbursement provided to it under Registrar must be located within the Indenture as Trusteecontinental United States.

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 agency: (i) where Notes may be presented for registration of transfer or for exchange ("Registrar"), an office or agency ; (ii) where Notes may be presented for purchase or payment ("Paying Agent"); (iii) and an office or agency where Notes may be presented for conversion (the "Conversion Agent"); and (iv) where notices and demands to or upon the Company in respect of Notes of and this Indenture may be served by the holders of the Notes. The Registrar of Notes shall keep a register ("Register") of the Notes and of their registration of transfer and exchange. 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. The , and the term "Conversion Agent Agent" includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Conversion Agent" under the Base Indenture. 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 (provided, however, that not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)party to this Indenture. 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 8 and Section 4.6 hereof, neither the Company nor any of its subsidiaries shall notify the Trustee in writing 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 and shall be entitled to appropriate compensation from the Company therefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notessuch, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture shall initially act as Trusteesuch.

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 agency: (i) where Notes securities may be presented for registration of transfer or for exchange ("“Registrar"”), an office or agency ; (ii) where Convertible Notes may be presented for purchase or payment ("“Paying Agent"”); (iii) and an office or agency where Convertible Notes may be presented for conversion ("the “Conversion Agent"”); and (iv) where notices and demands to or upon the Company in respect of Convertible Notes and this Indenture may be served by the holders of the Convertible Notes. The Registrar shall keep a register Register (“Register”) of the Convertible Notes and of their transfer and exchange. 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. The , and the term “Conversion Agent Agent” includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Conversion Agent" under the Base Indenture. 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 (provided, however, that coregistrar not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)party to this Indenture. 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 Article VIII and Section 4.06, neither the Company nor any of its subsidiaries shall notify the Trustee in writing 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 and shall be entitled to appropriate compensation from the Company therefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notessuch, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture shall initially act as Trusteesuch.

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 agency: (i) where Notes securities may be presented for registration of transfer or for exchange ("Registrar"), an office or agency ; (ii) where Convertible Notes may be presented for purchase or payment ("Paying Agent"); (iii) and an office or agency where Convertible Notes may be presented for conversion (the "Conversion Agent"); and (iv) where notices and demands to or upon the Company or the Guarantor in respect of Convertible Notes and this Indenture may be served by the holders of the Convertible Notes. The Registrar shall keep a register ("Register") of the Convertible Notes and of their transfer and exchange. 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. The , and the term "Conversion Agent Agent" includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Conversion Agent" under the Base Indenture. The Company may change any Agent 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 (provided, however, that not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)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 notify the Trustee in writing 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 and shall be entitled to appropriate compensation from the Company therefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notessuch, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture shall initially act as Trusteesuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar"), an office or agency where Notes may be presented for purchase or payment ("Paying Agent") and an office or agency where Notes may be presented for conversion (together with any other person authorized by the Company to convert Notes in accordance with the provisions of Article 10 hereof, the "Conversion Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. 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. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Agent" under the Base Indenture, 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 (providedRegistrar, however, that a separate agreement shall not be necessary in if other than the case of the Trustee serving in any such capacity)Trustee. 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 such, and shall be entitled to appropriate compensation from the therefor pursuant to Section 7.06. The -15- Company thereforor any Subsidiary, or an Affiliate of either of them, may act as Paying Agent, Registrar, Conversion Agent and/or co-Registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as Trustee.

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 agency: (i) where Convertible Notes may be presented for registration of transfer or for exchange into other Convertible Notes ("Registrar"), an office or agency ; (ii) where Convertible Notes may be presented for purchase or payment ("Paying Agent"); (iii) and an office or agency where Convertible Notes may be presented for conversion into Common Stock (the "Conversion Agent"); and (iv) where notices and demands to or upon the Company in respect of Convertible Notes and this Indenture may be served by the holders of the Convertible Notes. The Registrar shall keep a register ("Register") of the Convertible Notes and of their transfer and exchange. 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. The , and the term "Conversion Agent Agent" includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Conversion Agent" under the Base Indenture. 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 (provided, however, that not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)party to this Indenture. 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 in writing 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 and shall be entitled to appropriate compensation from the Company therefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notessuch, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture shall initially act as Trusteesuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar"), an office or agency where Notes may be presented for purchase or payment ("Paying Agent") and an office or agency where Notes may be presented for conversion ("Conversion Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent. The term Conversion Agent includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under Initially, the Base Indenture and the Paying Agent shall be a "Trustee will act as Paying Agent" under the Base Indenture, 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 be necessary in the case of the Trustee 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 from the therefor. The Company thereforor any Subsidiary or an Affiliate of either of them may act as 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 Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as Trustee.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Notes may be presented for purchase redemption or repurchase, if applicable, and for payment (the "Paying Agent") and and, an office or agency where Notes may be presented for conversion (the "Conversion Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchangeexchange (the "Register"). The Company may have one or more co-registrars, registrars and one or more additional paying agents and one or more additional conversion agentsagents for Notes. The term "Paying Agent Agent" includes any additional paying agent. The , the term "Registrar" includes any additional co-registrar and the term "Conversion Agent Agent" includes any additional conversion agent. 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, Agent or Conversion Agent or co-registrar (provided, however, that not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company shall notify the Trustee in writing of the name and address of any such agentAgent and shall furnish the Trustee with an executed counterpart of any such agency agreement. The Company at any time may replace any Registrar, Paying Agent or Conversion Agent or change the location of any such office or agency without notice to any Holder. The Company will give prompt written notice to the Trustee of any such replacement or change in location. 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 from therefor pursuant to Section 9.06. The Company or any Subsidiary incorporated or organized within the Company thereforUnited States of America may act as Paying Agent, Conversion Agent or Registrar. The Company initially appoints the Trustee as Registrar, Conversion Paying Agent and Paying Conversion Agent in connection with the Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as Trustee.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes Securities may be presented for registration of transfer or for exchange ("RegistrarREGISTRAR"), an office or agency where Notes Securities may be presented for purchase redemption, repurchase or payment ("Paying AgentPAYING AGENT"), an office or agency where Securities may be presented for conversion ("CONVERSION AGENT") and an office or agency where Notes notices and demands to or upon the Company in respect of the Securities and this Indenture may be presented for conversion ("Conversion Agent")served. The Registrar shall keep a register of the Notes Securities (the "REGISTER") and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 6.5. The term Conversion Agent includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Agent" under the Base Indenture, including any named pursuant to Section 6.5. The Company shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (providedin each case, howeverif such Registrar, that agent or co-registrar is a separate agreement shall not be necessary in Person other than the case of the Trustee serving in any such capacityTrustee). The Each 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 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 from the Company therefortherefor pursuant to Section 9.7. The Company hereby initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent and Paying Agent at its Corporate Trust Office in connection with the Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as TrusteeSecurities.

Registrar, Paying Agent and Conversion Agent. The Pursuant to Section 6.5, the Company shall maintain an office or agency where Notes Securities may be presented for registration of transfer or for exchange ("“Registrar"”), an office or agency where Notes Securities may be presented for purchase redemption, repurchase or payment ("“Paying Agent"”), an office or agency where Securities may be presented for conversion (“Conversion Agent”) and an office or agency where Notes notices and demands to or upon the Company in respect of the Securities and this Indenture may be presented for conversion ("served. 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 Securities and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Notes Securities (the “Register”) and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 6.5. The term Conversion Agent includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Agent" under the Base Indenture, including any named pursuant to Section 6.5. The Company shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent or co-co registrar (providedin each case, howeverif such Registrar, that agent or co registrar is a separate agreement shall not be necessary in Person other than the case of the Trustee serving in any such capacityTrustee). The Each 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 such agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation from the Company therefortherefor pursuant to Section 9.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co registrar and, if the Company fails to maintain a Conversion Agent, the Company shall act as such. The Company hereby initially appoints the Trustee as Registrar, Conversion Paying Agent and Paying Conversion Agent in connection with the Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as TrusteeSecurities.

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 agency: (i) where Notes securities may be presented for registration of transfer or for exchange ("Registrar"), an office or agency ; (ii) where Convertible Secured Notes may be presented for purchase or payment ("Paying Agent"); (iii) and an office or agency where Convertible Secured Notes may be presented for conversion (the "Conversion Agent"); and (iv) where notices and demands to or upon the Makers in respect of Convertible Secured Notes and this Indenture may be served by the Holders. The Registrar shall keep a register of the Convertible Secured Notes and of their transfer and exchange. 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. The agent and the term "Conversion Agent Agent" includes any additional conversion agentConversion Agent. The Registrar Makers may change any Paying Agent, Registrar, Conversion Agent or coregistrar without prior notice. The Makers shall be notify the Trustee of the name and address of any Agent not a "Securities Registrar" under the Base party to this 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 coregistrar not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company shall notify the Trustee in writing 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 and shall be entitled to appropriate compensation from the Company therefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notessuch, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture shall initially act as Trusteesuch.

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: (i) an office or agency where Notes the Securities may be presented for registration of transfer or for exchange ("Registrar"), ; (ii) an office or agency where Notes Securities may be presented for purchase or payment ("Paying Agent"); (iii) and an office or agency where Notes Securities may be presented for conversion (the "Conversion Agent"); and (iv) an office or agency where notices and demands to or upon the Company in respect of Securities and this Indenture may be served by the holders of the Securities. The Registrar shall keep a register Register ("Register") of the Notes Securities and of their transfer and exchange. 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 "Registrar" includes any co-registrar, the term "Paying Agent Agent" includes any additional paying agent. The agent and the term "Conversion Agent Agent" includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Conversion Agent" under the Base Indenture. The Company may change any Paying Agent, Registrar or Conversion Agent 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, Agent or Conversion Agent or co-registrar (provided, however, that not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Company or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent, except that, for purposes of Article 8, neither the Company nor any of its Subsidiaries shall notify the Trustee in writing 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, Paying Agent or Conversion Agent, the Trustee shall initially act as such and shall be entitled to appropriate compensation from the Company therefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as Trusteesuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes Securities may be presented for registration of transfer or for exchange ("RegistrarREGISTRAR"), an office or agency where Notes Securities may be presented for purchase or payment ("Paying AgentPAYING AGENT") and an office or agency where Notes Securities may be presented for conversion ("Conversion AgentCONVERSION AGENT"). The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent. The term Conversion Agent includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Company may change any Paying Agent" under the Base Indenture, Registrar or Conversion Agent without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (providedin each case, howeverif such Registrar, that agent or co-registrar is a separate agreement shall not be necessary in Person other than the case of the Trustee serving in any such capacityTrustee). 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 from the therefor pursuant to Section 5.8. The Company thereforor any Subsidiary or an Affiliate of either of them may act as 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 Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as TrusteeSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency with the Trustee where Notes Securities may be presented for registration of transfer or for exchange ("the “Registrar"”), an office or agency where Notes Securities may be presented for purchase repurchase or payment ("the “Paying Agent"”) and an office or agency where Notes Securities may be presented for conversion ("the “Conversion Agent"”). The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. 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. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Agent" under the Base Indenture, 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 (provided, however, that a separate agreement shall not be necessary in if other than the case of the Trustee serving in any such capacityTrustee). 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 writing 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 from therefor pursuant to Section 7.07. The Company, the Company thereforParent or any of the Subsidiaries or Affiliates of the Parent or any of its Subsidiaries may act as 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 Notes, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture as TrusteeSecurities.

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 agency: (i) where Notes securities may be presented for registration of transfer or for exchange ("Registrar"), an office or agency ; (ii) where Convertible Subordinated Notes may be presented for purchase or payment ("Paying Agent"); (iii) and an office or agency where Convertible Subordinated Notes may be presented for conversion (the "Conversion Agent"); and (iv) where notices and demands to or upon the Company in respect of Convertible Subordinated Notes and this Indenture may be served by the holders of the Convertible Subordinated Notes. The Registrar shall keep a register of the Convertible Subordinated Notes and of their transfer and exchange. The Company 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. The agent and the term "Conversion Agent Agent" includes any additional conversion agent. The Registrar shall be a "Securities Registrar" under the Base Indenture and the Paying Agent shall be a "Paying Conversion Agent" under the Base Indenture. The Company may change any Paying Agent, Registrar, Conversion Agent or coregistrar 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 (provided, however, that coregistrar not a separate agreement shall not be necessary in the case of the Trustee serving in any such capacity)party to this Indenture. 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 3 and 8 and Section 4.6, neither the Company nor any of its subsidiaries shall notify the Trustee in writing 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 and shall be entitled to appropriate compensation from the Company therefor. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Notessuch, and the Trustee accepts such appointment. In acquiring such appointments, the Trustee shall, to the extent serving in any such capacity, be entitled to each of the immunities, benefits, indemnifications and rights of reimbursement provided to it under the Indenture shall initially act as Trusteesuch.