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

Registrar, Paying Agent and Exchange Agent. (a) The Issuer shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for exchange as provided in Article 4 (each, an “Exchange Agent”) and one or more offices or agencies where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Issuer will at all times maintain a Paying Agent, Exchange Agent, Registrar and an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. (b) The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, provided that the Agent may be an Affiliate of the Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Issuer fails to maintain a Registrar, Paying Agent, Exchange Agent, or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Issuer or any Affiliate of the Issuer may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Issuer hereby initially designates the Trustee as Paying Agent, Primary Registrar, Securities Custodian and Exchange Agent, and initially designates the Corporate Trust Office of the Trustee as an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture shall be served.

Registrar, Paying Agent and Exchange Agent. (a) The Issuer Company shall maintain one an office or more offices or agencies agency where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one an office or more offices or agencies agency in the Borough of Manhattan in New York, New York where Securities may be presented for repurchase or payment (each, a “Paying Agent”), one an office or more offices or agencies agency where Securities may be presented for exchange as provided in Article 4 into Underlying Shares (each, an “Exchange Agent”) and one an office or more offices or agencies agency where notices and demands to or upon the Issuer Company in respect of the Securities and this Indenture may be served. The Issuer will at all times maintain a Paying Agent, Exchange Agent, Registrar and an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities (“Register”) and of their transfer and exchange. (b) . The Issuer Company may have one or more co-registrars, one or more additional paying agents, and one or more additional exchange agents. The term “Registrar” includes any co-registrar, including any named pursuant to Section 6.6. The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 6.6. The term “Exchange Agent” includes any additional exchange agent, including any named pursuant to Section 6.6. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, provided that the Agent may be an Affiliate of the Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Issuer Company fails to maintain a Registrar, Paying Agent, Agent or Exchange Agent, Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Issuer Company or any Affiliate of the Issuer Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) Agent. The Issuer Company hereby initially designates appoints the Trustee as Paying Agent, Primary Registrar, Securities Custodian Paying Agent and Exchange Agent, and initially designates Agent in connection with the Corporate Trust Office of the Trustee as an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture shall be servedSecurities.

Registrar, Paying Agent and Exchange Agent. (a) The Issuer shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for exchange as provided in Article 4 (each, an “Exchange Agent”) and one or more offices or agencies where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Issuer will at all times maintain a Paying Agent, Exchange Agent, Registrar and an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. (b) The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, provided that the Agent may be an Affiliate of the Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Issuer fails to maintain a Registrar, Paying Agent, Exchange Agent, or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Issuer or any Affiliate of the Issuer may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Issuer hereby initially designates the Trustee as Paying Agent, Primary Registrar, Securities Custodian and Exchange Agent, and initially designates the Corporate Trust Office of the Trustee as an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture shall be served.

Registrar, Paying Agent and Exchange Agent. (a) The Issuer Company shall maintain one an office or more offices or agencies agency where Securities Notes may be presented for registration of transfer or for exchange (each, a the “Registrar”), one ) and an office or more offices or agencies agency where Securities Notes may be presented for payment (each, a the “Paying Agent”), one ) or more offices or agencies where Securities may be presented for exchange as provided in Article 4 for Common Stock (each, an the “Exchange Agent”) ). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more registrars for so long as the Notes are held in registered form, and one or more offices or agencies where notices co-registrars. The initial Paying Agent will be GLAS Trust Company LLC. The initial Registrar and demands transfer agent for the Notes will be GLAS Trust Company LLC. The initial Exchange Agent will be GLAS Trust Company LLC. The Registrars and the transfer agents will maintain a register reflecting ownership of Notes in the form of Definitive Notes (as defined in Exhibit A) outstanding from time to or upon the Issuer in respect time, if any, and will make payments on and facilitate transfers of Definitive Notes on behalf of the Securities and this Indenture may be servedCompany. Each transfer agent shall perform the functions of a transfer agent. The Issuer will at all times maintain a Company may change any Paying Agent, Exchange Agent, Registrar and an office or agency where notices and demands transfer agent for the Notes without prior notice to the Holders of the Notes. The Company or upon the Issuer any of its Subsidiaries may act as Paying Agent, Exchange Agent or Registrar in respect of the Securities and this Indenture may be served in the United StatesNotes. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. (b) The Issuer Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Exchange Agent or transfer agent not a party to this Indenture, provided that the Agent may be an Affiliate of the Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Issuer Company shall notify the Trustee of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer Company fails to maintain a Registrar, Paying Agent, Exchange Agent, Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing noticetransfer agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer Company or any Affiliate of the Issuer its domestic Wholly Owned Subsidiaries may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Issuer hereby initially designates the Trustee as Paying Agent, Primary Registrar, Securities Custodian and Exchange Agent, and initially designates the Corporate Trust Office of the Trustee as an office Registrar or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture shall be servedtransfer agent.

Registrar, Paying Agent and Exchange Agent. (a) The Issuer shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for exchange as provided in Article 4 (each, an “Exchange Agent”) and one or more offices or agencies where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Issuer will at all times maintain a Paying Agent, Exchange Agent, Registrar and an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. (b) The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, provided that the Agent may be an Affiliate of the Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Issuer fails to maintain a Registrar, Paying Agent, Exchange Agent, or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Issuer or any Affiliate of the Issuer may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Issuer hereby initially designates the Trustee as Paying Agent, Primary Registrar, Securities Custodian and Exchange Agent, and initially designates the Corporate Trust Office of the Trustee as an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture shall be served.

Registrar, Paying Agent and Exchange Agent. (a) The Issuer Company shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for exchange as provided in Article 4 (each, an “Exchange Agent”) and one or more offices or agencies where notices and demands to or upon the Issuer Company in respect of the Securities and this Indenture may be served. The Issuer Company will at all times maintain a Paying Agent, Exchange Agent, Registrar and an office or agency where notices and demands to or upon the Issuer Company in respect of the Securities and this Indenture may be served in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. (b) The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, provided that the Agent may be an Affiliate of the Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Issuer Company fails to maintain a Registrar, Paying Agent, Exchange Agent, or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Issuer Company or any Affiliate of the Issuer Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Issuer Company hereby initially designates the Trustee as Paying Agent, Primary Registrar, Securities Custodian and Exchange Agent, and initially designates the Corporate Trust Office of the Trustee as an office or agency where notices and demands to or upon the Issuer Company in respect of the Securities and this Indenture shall be served.