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

Registrar, Paying Agent and Exchange Agent. The Trust shall maintain in Newark, Delaware (i) an office or agency where Capital Securities may be presented for registration of transfer (“Registrar”), (ii) an office or agency where Capital Securities may be presented for payment (“Paying Agent”) and (iii) an office or agency where Securities may be presented for exchange (“Exchange Agent”). The Registrar shall keep a register of the Capital Securities and of their transfer. The Trust may appoint the Registrar, the Paying Agent and the Exchange Agent and may appoint one or more co-registrars, one or more additional paying agents and one or more additional exchange agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional paying agent and the term “Exchange Agent” includes any additional exchange agent. The Trust may change any Paying Agent, Registrar, co-registrar or Exchange Agent without prior notice to any Holder. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Property Trustee, the Administrative Trustees and the Sponsor. The Trust shall notify the Property Trustee of the name and address of any Agent not a party to this Trust Agreement. If the Trust fails to appoint or maintain another entity as Registrar, Paying Agent or Exchange Agent, the Property Trustee shall act as such. The Trust or any of its Affiliates may act as Paying Agent, Registrar, or Exchange Agent. The Trust shall act as Paying Agent, Registrar and Exchange Agent for the Common Securities. The Trust initially appoints the Property Trustee as Registrar, Paying Agent and Exchange Agent for the Capital Securities.

Registrar, Paying Agent and Exchange Agent. The Trust Company (and Navistar with respect to clause (iii)) shall maintain or cause to be maintained in Newarksuch locations as it shall determine, Delaware which may be the Corporate Trust Office, an office or agency: (i) an office or agency where Capital Securities Exchangeable Notes may be presented for registration of transfer (“Registrar”or for exchange into other Exchangeable Notes("Registrar"), ; (ii) an office or agency where Capital Securities Exchangeable Notes may be presented for payment (“"Paying Agent”) and "); (iii) an office or agency where Securities Exchangeable Notes may be presented for exchange into Common Stock (“the "Exchange Agent”"); and (iv) where notices and demands to or upon the Company in respect of Exchangeable Notes and this Indenture may be served by the holders of the Exchangeable Notes. The Registrar shall keep a register ("Register") of the Capital Securities Exchangeable Note and of their transfertransfer and exchange. The Trust may appoint the Registrar, the Paying Agent and the Exchange Agent and Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional exchange agents in such other locations as it shall determineagents. The term “Registrar” includes any additional registrar, the term “"Paying Agent” " includes any additional paying agent agent, and the term “"Exchange Agent” " includes any additional exchange agentExchange Agent. The Trust Company may change any Paying Agent, Registrar, Exchange Agent or co-registrar or Exchange Agent without prior notice to any Holdernotice. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Property Trustee, the Administrative Trustees and the Sponsor. The Trust Company shall notify the Property Trustee of the name and address of any Agent not a party to this Trust AgreementIndenture and shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Exchange Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company or any of its subsidiaries may act as Paying Agent, Registrar, Exchange Agent or co-registrar, except that for purposes of Article 8 and Section 4.6, neither the Company nor any of its subsidiaries shall act as Paying Agent. If the Trust Company fails to appoint or maintain another entity as Registrar, or Paying Agent or Exchange Agent, the Property Trustee shall act as such. The Trust or any of its Affiliates may , and the Trustee shall initially act as Paying Agent, Registrar, or Exchange Agent. The Trust shall act as Paying Agent, Registrar and Exchange Agent for the Common Securities. The Trust initially appoints the Property Trustee as Registrar, Paying Agent and Exchange Agent for the Capital Securitiessuch.