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

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. Bank National Association as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 910). (c) The Company hereby initially designates U.S. Bank National Association Association. as Paying Agent, Registrar, Primary Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. The Bank National Association of New York as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and initially designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may shall be served.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices cause to be maintained in The City of New York, New York an office or agencies agency: (i) where Securities securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies ; (ii) where Securities Convertible Notes may be presented or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies ; (iii) where Securities Convertible Notes may be presented for conversion (each, a the “Conversion Agent”), which initially shall be The Bank of New York Mellon Trust Company, N.A.; and (iv) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities Convertible Notes and this Indenture may be served in by the Borough of Manhattan, The City of New York. One holders of the Registrars (the “Primary Registrar”) Convertible Notes. The Registrar shall keep a register Register (“Register”) of the Securities Convertible Notes and of their transfer and exchange. At The Company may appoint 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, and the option term “Conversion Agent” includes any additional Conversion 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 Company, name and address of any payment of cash may be made by check mailed Agent not a party to the Holders at their addresses set forth in the register of Holders. (b) The Company this Indenture and shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or coregistrar 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 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 of the name and address, and any change in the name or address, of any Agent not a party to this Indentureact as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent, Agent or Conversion 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 Company or any Affiliate of , and the Company may Trustee shall initially act as Paying Agent (except for the purposes of Article 9)such. (c) The Company hereby initially designates U.S. Bank National Association as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office or other agency or office of the Trustee in the Borough of Manhattan, the City of New York as the office or agency of the Company for each of the aforesaid purposes and as the an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may shall be served.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities Notes may be presented or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be servedmade. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served in the Borough of Manhattanmade; provided however, The City of New York. One that under no circumstances shall any office of the Registrars (Trustee be an office or agency of the “Primary Registrar”) Company for the purpose of service of legal process on the Company. The Registrar shall keep a register of the Securities Notes and of their registration of transfer and exchange. At The Company shall give prompt written notice to the option Trustee of the Companylocation, and any payment of cash may be made by check mailed to the Holders at their addresses set forth change in the register location, of Holders. (b) such office or agency. 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 Company shall notify give prompt written notice to the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c. Upon the occurrence of any Event of Default under Section 7.01(h) or Section 7.01(i), the Trustee shall automatically be the Paying Agent. The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Notes Custodian and Conversion Agent, Agent and designates the Corporate Trust Office of the Trustee as the an office or agency of the Company for each of the aforesaid purposes purposes. The Company may, however, change the Paying Agent or Registrar without prior notice to the Holders but shall promptly notify the Holders in writing, with a copy to the Trustee, following any such change, and may act as the office Paying Agent or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedRegistrar.

Registrar, Paying Agent and Conversion Agent. (a) The Company agrees that the office or agency maintained by the Company pursuant to Sections 2.4 of the Original Indenture, with respect to the Notes, shall be located in the continental United States. The Company shall also maintain one or more offices or agencies an office in the continental United States 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities the Notes may be presented for conversion (each, a the “Conversion Agent”) ). The Company initially appoints the Trustee as the Conversion Agent and one initially designates the office or more offices or agencies where notices and demands to or upon agency maintained by the Company in respect New York City pursuant to Section 2.4 of the Securities and this Original Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon as the Company in respect place of payment for the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars Notes (the “Primary RegistrarPlace of Payment”) shall keep a register of the Securities and of their transfer and exchange). At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) The Company shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture, provided that the Agent may be an Affiliate of the Trustee. The agreement shall implement the provisions of this Supplemental Indenture that relate to such Agentagent. The Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenturesuch agent. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company shall act as suchConversion Agent. In addition to Section 2.4 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company or may appoint additional Conversion Agents and may approve any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. Bank National Association as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as change in the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedthrough which any Conversion Agent acts.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be U.S. Bank Trust National Association, an Affiliate of the Trustee, as agent of the Trustee located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services (VERITAS Software Corporation - 0.25% Convertible Subordinated Notes due 2013)), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one in the continental United States an office or more offices or agencies agency where Securities Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one an office or more offices or agencies agency where Securities Notes may be presented or surrendered for payment (each, a “Paying Agent”), one an office or more offices or agencies agency where Securities Notes may be presented for conversion (each, a “Conversion Agent”) and one an office or more offices or agencies agency where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register for the recordation of, and shall record, the names and addresses of Holders of Notes, the Notes held by each Holder and the transfer, exchange and conversion of the Securities Notes (the “Register”). The entries in the Register shall be conclusive, and of their transfer and exchange. At the option of parties may treat each Person whose name is recorded in the Company, any payment of cash may be made by check mailed Register pursuant to the Holders at their addresses set forth in the register terms hereof as a Holder hereunder for all purposes of Holders. (b) 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 agents. The term Conversion Agent includes any such additional conversion agents. 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, provided that the Agent may be an Affiliate of the Trustee. The agreement which (i) shall implement the provisions of this Indenture that relate relating to such agent and (ii) in the case of the Paying Agent, shall include the provisions set forth in Section 5.05. The Company shall promptly notify the Trustee of the name and addressaddress of any such agent, and of any change in the name or address, of any Agent not a party to this Indenturetherein. If the Company fails to maintain a Registrar, Paying Agent, Agent or Conversion Agent, or agent for service of any presentations, surrenders, notices and demands in any place required by this Indentureto be made by, or fails to give at the foregoing noticeoffice of, any such agent may be made or served at the Corporate Trust Office or in accordance with Section 15.01; provided that the Trustee shall act as suchbe entitled to appropriate compensation therefor pursuant to Section 8.06. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. Bank National Association as Paying Agent, Registrar, Securities Custodian and Conversion Agent or co-Registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and designates the Registrar, in connection with the Notes, and the Corporate Trust Office of the Trustee as the to be such office or agency of the Company for each the aforesaid purposes. The Company may at any time rescind the designation of the aforesaid purposes 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 as Registrar must be located within the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedcontinental United States.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9Section 6.1). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 “RegistrarREGISTRAR”), one an office or more offices or agencies agency in the Borough of Manhattan, the City of New York, where Securities may be presented for redemption, purchase or surrendered for payment (each, a “Paying AgentPAYING AGENT”), one an office or more offices or agencies agency where Securities may be presented for conversion (each, a “Conversion AgentCONVERSION AGENT”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, served. The City of New York. One of the Registrars (the “Primary Registrar”) Registrar shall keep a register of the Securities (“REGISTER”) and of their transfer and exchange. At the option of the CompanyThe Company may have one or more co-registrars, one or more additional paying agents, and one or more additional conversion agents. The term “Registrar” includes any payment of cash may be made by check mailed co-registrar, including any named pursuant to the Holders at their addresses set forth in the register of Holders. (b) Section 9.6. The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 9.6. The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 9.6. 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, or Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) Agent. The Company hereby initially designates U.S. Bank National Association as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedSecurities.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities Notes may be presented or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served in the Borough of Manhattan, The City of New YorkUnited States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Register”). At The entries in the option Register shall be conclusive, absent manifest error, and the Company shall treat each Person whose name is recorded in the Register as the owner of such Note as the Company, owner thereof for all purposes of this Indenture notwithstanding any payment of cash may be made by check mailed notice to the Holders at their addresses set forth in the register of Holders. (b) contrary. 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) 8). The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”"REGISTRAR"), one or more offices or agencies where Securities may be presented or surrendered for payment (each, a “Paying Agent”"PAYING AGENT"), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The the City of New York. One of the Registrars (the “Primary Registrar”"PRIMARY REGISTRAR") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Primary Registrar, Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed The Company shall provide written notice to the Holders at their addresses set forth in Trustee of any Registrar, Securities Agent, Conversion Agent or Paying Agent that is not also the register of HoldersTrustee. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.01 and Article 910). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and initially designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may shall be served.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”"REGISTRAR"), one or more offices or agencies where Securities may be presented or surrendered for payment (each, a “Paying Agent”"PAYING AGENT"), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”"PRIMARY REGISTRAR") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.01 and Article 910).. The Company reserves the right to: (a) vary or terminate the appointment of the Registrar, Paying Agent or Conversion Agent, (b) appoint additional Paying Agents or Conversion Agents, and (c) approve any change in the office through which any Registrar or any Paying Agent or Conversion Agent acts. The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee, one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in Chicago, Illinois and, if any Certificated Securities are issued, in the Borough of Manhattan, The the City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association appoints the Trustee, acting through its Corporate Trust Office in Chicago, Illinois, as Registrar, Paying Agent, Registrar, Securities Custodian Conversion Agent and Conversion Agent, and designates the Corporate Trust Office agent for service of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon in connection with the Company in respect of the Securities and this Indenture may be servedSecurities.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be located at 40 Broad Street, Suite 550, New York, New York 10004, Attention: N▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇. ▇ ▇/▇% Convertible Subordinated Notes Due July 1, 2010)), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchangeexchange (the “Security Register”). At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee in writing of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 the “Registrar”), one an office or more offices or agencies agency where Securities may be presented or surrendered for payment (each, a the “Paying Agent”), one an office or more offices or agencies agency where Securities may be presented for conversion (each, a the “Conversion Agent”) and one an office or more offices or agencies agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served, such offices and agencies to be maintained in the contiguous United States. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, contiguous United States. The City of New York. One of the Registrars (the “Primary Registrar”) Registrar shall keep a register of the Securities and of their registration of transfer and exchange. At The Company shall give prompt written notice to the option Trustee of the Companylocation, and any payment of cash may be made by check mailed to the Holders at their addresses set forth change in the register location, of Holders. (b) such office or agency. 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 Company shall notify give prompt written notice to the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as the Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, Agent and designates the Corporate Trust Office of the Trustee Trustee, as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in Minneapolis, Minnesota. The address at which such notices or demands to or upon the Borough of ManhattanCompany may be served is 6▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, The City of New York▇▇▇ # ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Trust Operations. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee in writing of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9)Agent. (c) The Company hereby initially designates U.S. Bank W▇▇▇▇ Fargo Bank, National Association as Paying Agent, Primary Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee Trustee’s agency in Minneapolis, Minnesota (at such address as set forth in 2.03(a) above) as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as and the office or agency of the Deutsche Bank Trust Company for each America, an Affiliate of the aforesaid purposes and Trustee, in the Borough of Manhattan, The City of New York, which office at the date of the execution of this Indenture is located at 60 Wall Street, New York, NY 10005 as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedCorporate Trust Office.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at 61 Broadway, New York, New York 10006, Attention: Corporate Trust Ad▇▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ - 3% Convertible Subordinated Notes Due November 1, 2006)), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at 61 Broadway, New York, New York 10006, Attention: Corporate Trust Admi▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ - ▇.▇▇% Convertible Subordinated Notes Due February 1, 2007), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The the City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 9X). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion AgentAgent (which shall initially be located at ▇▇ ▇▇▇▇▇▇▇▇, and designates the ▇▇▇▇ ▇▇▇▇▇, MAC ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Office of the Trustee as the Department), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices cause to be maintained in The City of New York, New York, an office or agencies agency: (i) where Securities securities may be presented for registration of transfer or for exchange (each, a “Registrar”"REGISTRAR"), one or more offices or agencies ; (ii) where Securities Convertible Subordinated Notes may be presented or surrendered for payment (each, a “Paying Agent”"PAYING AGENT"), one or more offices or agencies ; (iii) where Securities Convertible Subordinated Notes may be presented for conversion (each, a “Conversion Agent”the "CONVERSION AGENT"); and (iv) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities Convertible Subordinated Notes and this Indenture may be served in by the Borough of Manhattan, The City of New York. One holders of the Registrars (the “Primary Registrar”) Convertible Subordinated Notes. The Registrar shall keep a register Register ("REGISTER") of the Securities Convertible Subordinated Notes and of their transfer and exchange. At The Company may appoint 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, and the option term "Conversion Agent" includes any additional Conversion 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 Company, name and address of any payment of cash may be made by check mailed Agent not a party to the Holders at their addresses set forth in the register of Holders. (b) The Company 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, 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 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, and any change in the name or address, of any Agent not a party to this Indentureact as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent, Agent or Conversion 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 Company or any Affiliate of , and the Company may Trustee shall initially act as Paying Agent (except for the purposes of Article 9)such. (c) The Company hereby initially designates U.S. Bank National Association as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. The Bank National Association of New York Mellon as Paying Agent, Registrar, Primary Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The the City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association appoints the Trustee, acting through its Corporate Trust Office in New York, New York as Registrar, Paying Agent, Registrar, Securities Custodian Conversion Agent and Conversion Agent, and designates the Corporate Trust Office agent for service of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon in connection with the Company in respect of the Securities and this Indenture may be servedSecurities.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities Notes may be presented or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be serveddelivered. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served delivered in the Borough of Manhattan, The City of New YorkUnited States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Register”). At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent, or agent location for service delivery of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 98); provided that if the Company or any Affiliate of the Company is acting as Paying Agent, and an Event of Default occurs under either of Section 6.01(f) or 6.01(g). (c) , thereafter the Trustee shall serve as the Paying Agent. The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Agent and Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Company Trustee in the United States (located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 90071) for each of the aforesaid purposes purposes. Each Noteholder may elect to have the Trustee act as custodian (the “Custodian”) on behalf of such Noteholder, and the electing Noteholders are deemed to have consented to the appointment of the trustee as Custodian. The Trustee as Custodian shall have the same rights, benefits, and protections as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedTrustee.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities Notes may be presented or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be serveddelivered. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served delivered in the Borough of Manhattan, The City of New YorkUnited States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Register”). At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent, or agent location for service delivery of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 98); provided that if the Company or any Affiliate of the Company is acting as Paying Agent, and an Event of Default occurs under either of Section 6.01(h) or 6.01(i). (c) , thereafter the Trustee shall serve as the Paying Agent. The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Agent and Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Company Trustee in the United States (located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1150, Houston, Texas 77056, Attention: Corporate Trust Services) for each of the aforesaid purposes purposes. Each Noteholder may elect to have the Trustee act as custodian (the “Custodian”) on behalf of such Noteholder, and the electing Noteholders are deemed to have consented to the appointment of the trustee as Custodian. The Trustee as Custodian shall have the same rights, benefits, and protections as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedTrustee.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company shall give prompt written notice to the Trustee of any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office of U.S. Bank Trust National Association, an Affiliate of the Trustee, whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, in the Borough of Manhattan, The City of New York, one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”"REGISTRAR"), one or more offices or agencies where Securities may be presented or surrendered for payment (each, a “Paying Agent”"PAYING AGENT"), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”"PRIMARY REGISTRAR") shall keep a register of the Securities and of their registration of transfer and exchange. At The Company shall give prompt written notice to the option Trustee of the Companylocation, and any payment of cash may be made by check mailed to the Holders at their addresses set forth change in the register location, of Holders. (b) such office or agency. 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 Company shall notify give prompt written notice to the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, Agent and designates each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, as the an office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian (as defined in Section 8.1) and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee, in the Borough of Manhattan, The City of New York, one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the The Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 90 and 0). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian Custodian, Bid Solicitation Agent and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in The Borough of Manhattan, The City of New York (located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10286, Attention: Corporate Trust Administration), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The the City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee and the office of the Trustee in the Borough of Manhattan, the City of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: Corporate Trust Administration (Efficient Networks, Inc. 5% Convertible Subordinated Notes due March 15, 2005)), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture) (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion AgentAgent (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) The Company shall enter into an appropriate agency agreement with any Agent that is 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent, Agent (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture) 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Primary Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be the Trustee), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9)Agent. (c) The Company hereby initially designates U.S. Bank National Association ▇▇▇▇▇ Fargo Bank, N.A. as Paying Agent, Primary Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) The Company shall enter into an appropriate agency agreement with any Agent that is 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Primary Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration (Cymer, Inc. -- 3 1/2% Convertible Subordinated Notes due February 15, 2009)), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the The Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian Custodian, Bid Solicitation Agent and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in The Borough of Manhattan, The City of New York (located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10286, Attention: Corporate Trust Administration), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office offices or agency agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough Cities of ManhattanMontreal, The City of New YorkToronto, Vancouver, Calgary Winnipeg and Halifax. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee in writing of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.1 and Article 9IX). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian Registrar and Conversion Agent, Agent and designates the Corporate Trust Office of the Trustee and the offices of the Trustee in the Cities of Montreal, Toronto, Vancouver, Calgary, Winnipeg and Halifax, which offices at the date of the execution of this Indenture are located at (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (ii) ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (iv) ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (v) ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; and (vi) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 406, Halifax, Nova Scoria, B3J 1V7 as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedCorporate Trust Offices.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in Minneapolis, Minnesota. The address at which such notices or demands to or upon the Borough of ManhattanCompany may be served is ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, The City of New York▇▇▇ # ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Trust Operations. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee in writing of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9)Agent. (c) The Company hereby initially designates U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association as Paying Agent, Primary Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee Trustee’s agency in Minneapolis, Minnesota (at such address as set forth in 2.03(a) above) as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9)Agent. (c) The Company hereby initially designates U.S. Bank National Association ▇▇▇▇▇ Fargo Bank, N.A. as Paying Agent, Primary Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee Trustee’s agency in New York, New York as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”"REGISTRAR"), one or more offices or agencies where Securities may be presented or surrendered for payment (each, a “Paying Agent”"PAYING AGENT"), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of ManhattanChicago, The City of New YorkIllinois. One of the Registrars (the “Primary Registrar”"PRIMARY REGISTRAR") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 911). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in Chicago, Illinois to be such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”"REGISTRAR"), one or more offices or agencies where Securities may be presented or surrendered for payment (each, a “Paying Agent”"PAYING AGENT"), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the 16 -10- Borough of Manhattan, The the City of New York. One of the Registrars (the “Primary Registrar”"PRIMARY REGISTRAR") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Primary Registrar, Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian (as defined in Section 8.1) and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be U.S. Bank Trust National Association, an Affiliate of the Trustee, as agent of the Trustee located at Mail Station: EX-NY-WALL, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services (Emulex Corporation - 0.25% Convertible Subordinated Notes due December 15, 2023)), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) 2.6.1 The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office offices or agency agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New YorkVancouver or the City of Toronto. One of Until such change is made, the Registrars (Registrar, Paying Agent and Conversion Agent will be the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of HoldersTrustee. (b) 2.6.2 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 Company shall notify the Trustee in writing of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) 2.6.3 The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian Registrar and Conversion Agent, Agent and designates the Corporate Trust Office of the Trustee as and the office or agency offices of the Company for each Trustee in the City of Toronto, which office at the date of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect execution of the Securities and this Indenture may be servedis located at the Corporate Trust Office.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New Yorkserved. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Primary Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 “Registrar”"REGISTRAR"), one an office or more offices or agencies agency where Securities Notes may be presented or surrendered for payment (each, a “Paying Agent”"PAYING AGENT"), one an office or more offices or agencies agency where Securities Notes may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one an office or more offices or agencies agent where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities Notes and of their registration of transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Trusteeappoint one or more co-registrars and one or more additional paying agents and conversion agents. The agreement shall implement term "Registrar" includes any co-registrar, the provisions of this Indenture that relate term "Paying Agent" includes any additional paying agent and the term "Conversion Agent" includes any additional conversion agent. The Company may change any Paying Agent, Conversion Agent or Registrar without notice to such Agentany Holder. The Company shall notify the Trustee in writing of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain a another entity as Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent, Conversion Agent (except for the purposes of Article 9). (c) or Registrar. The Company hereby initially designates U.S. Bank National Association appoints The Depository Trust Company ("DTC") to act as Paying Agent, Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar, Securities Custodian Paying Agent and Conversion Agent, Agent and designates to act as Custodian with respect to the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedGlobal Notes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at 61 Broadway, New York, New York 10006, Attention: Corporate Trust Admi▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ - 2 1/4% Convertible Subordinated Notes due 2006)), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The Pursuant to Section 6.5, the 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”"REGISTRAR"), one an office or more offices or agencies agency where Securities may be presented for redemption, repurchase or surrendered for payment (each, a “Paying Agent”"PAYING AGENT"), one an office or more offices or agencies agency where Securities may be presented for conversion (each, a “Conversion Agent”"CONVERSION AGENT") and one an office or more offices or agencies agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Pursuant to Section 6.5, the Company will shall at all times maintain a Registrar, Paying Agent, Conversion Agent, Registrar 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 City of New York. One of the Registrars (the “Primary Registrar”) Registrar shall keep a register of the Securities (the "REGISTER") and of their transfer and exchange. At the option of the CompanyThe 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 payment of cash may be made by check mailed additional paying agent, including any named pursuant to the Holders at their addresses set forth in the register of Holders. (b) Section 6.5. The term Conversion Agent includes any additional conversion agent, 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 not or co-registrar (in each case, if such Registrar, agent or co-registrar is a party to this Indenture, provided that the Agent may be an Affiliate of Person other than the Trustee). The Each such agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenturesuch agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor 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, or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee Company shall act as such. The Company or any Affiliate hereby initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securities. The initial office of the Company may act as Registrar, Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. Bank National Association as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates Agent shall be the Corporate Trust Office office of the Trustee as that is located in the Borough of Manhattan, New York City, which office or agency of on the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be serveddate hereof is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.1 and Article 9). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Primary Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee or any affiliate of the Trustee in the Borough of Manhattan, The City of New York, New York (which shall initially be ▇▇▇▇▇ Fargo Bank Minnesota, N.A., ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, MAC ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services (Fair ▇▇▇▇▇ Corporation - 1.5% Senior Convertible Notes due August 15, 2023)), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) The Company hereby initially designates U.S. ▇▇▇▇▇ Fargo Bank National Association N.A. as Paying Agent, Registrar, Primary Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices cause to be maintained in The City of New York, New York an office or agencies agency: (i) where Securities securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies ; (ii) where Securities Convertible Notes may be presented or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies ; (iii) where Securities Convertible Notes may be presented for conversion (each, a the “Conversion Agent”); (iv) where Convertible Notes may be presented for redemption; and one or more offices or agencies (v) where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities Convertible Notes and this Indenture may be served in by the Borough of Manhattan, The City of New York. One holders of the Registrars (the “Primary Registrar”) Convertible Notes. The Registrar shall keep a register Register (“Register”) of the Securities Convertible Notes and of their transfer and exchange. At The Company may appoint 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, and the option term “Conversion Agent” includes any additional Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or co-registrar without prior notice. The Company shall promptly notify the Trustee in writing of the Company, name and address of any payment of cash may be made by check mailed Agent not a party to the Holders at their addresses set forth in the register of Holders. (b) The Company 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, 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 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, and any change in the name or address, of any Agent not a party to this Indentureact as Paying Agent. If the Company fails to appoint or maintain a another entity as Registrar, or Paying Agent, Agent or Conversion 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 Company or any Affiliate of , and the Company may Trustee shall initially act as Paying Agent (except for the purposes of Article 9)such. (c) The Company hereby initially designates U.S. Bank National Association as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities Notes may be presented or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be servedmade. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served in made; provided however, that under no circumstances shall the Borough of Manhattan, The City of New York. One Corporate Trust Office be an office or agency of the Registrars (Company for the “Primary Registrar”) purpose of service of legal process on the Company. The Registrar shall keep a register of the Securities Notes and of their registration of transfer and exchange. At The Company shall give prompt written notice to the option Trustee of the Companylocation, and any payment of cash may be made by check mailed to the Holders at their addresses set forth change in the register location, of Holders. (b) such office or agency. 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 Company shall notify give prompt written notice to the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c. Upon the occurrence of any Event of Default under Section 7.01(i) or Section 7.01(j), the Trustee shall automatically be the Paying Agent. The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Notes Custodian and Conversion Agent, Agent and designates the Corporate Trust Office of the Trustee as the an office or agency of the Company for each of the aforesaid purposes purposes. The Company may, however, change the Paying Agent or Registrar without prior notice to the Holders but shall promptly notify the Holders through the Trustee following any such change, and may act as the office Paying Agent or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedRegistrar.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9)Agent. (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Primary Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee Trustee’s agency in New York, New York as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) The Registrar shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) The Company shall enter into an appropriate agency agreement with any Agent that is 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 Company shall promptly notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 9). (c) Agent. The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as in the office or agency Borough of the Company Manhattan, The City of New York for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company shall also appoint a bid solicitation agent (the "Bid Solicitation Agent") to act pursuant to this Indenture when necessary. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar Registrar, Bid Solicitation 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, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At ; provided however, that the option of Trustee shall have the right at any time, upon providing written notice to the Company, any payment of cash may to appoint another entity, who shall be made by check mailed reasonably satisfactory to the Holders at their addresses set forth in the register of HoldersCompany, to act as Bid Solicitation Agent pursuant to this Indenture. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent, Bid Solicitation 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian Conversion Agent and Conversion Bid Solicitation Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain one or more offices or agencies where Securities Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities Notes may be presented or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities Notes and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate Wholly Owned Subsidiary of the Company may act as Paying Agent (except for the purposes of Section 7.01 and Article 911). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Notes Custodian and Conversion Agent, and initially designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the an office or agency where notices and demands to or upon the Company in respect of the Securities Notes and this Indenture may shall be served. (d) None of the Trustee, the Paying Agent, the Registrar or the Conversion Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary, or other registered holder, as the case may be) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, the Paying Agent, the Registrar and the Conversion Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent, the Registrar and the Conversion Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent, the Registrar or the Conversion Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New YorkUnited States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the The Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in The Borough of Manhattan, The City of New York (located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10286, Attention: Corporate Trust Administration), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, as agent of the Trustee located at [61 Broadway, New York, New York 10006, Attention: Corporate Trust Ad▇▇▇▇▇▇▇▇▇▇▇▇] (▇▇▇▇▇▇▇▇, ▇▇▇. ▇ ▇/2% Convertible Subordinated Notes due December 15, 2006)), one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 or surrendered for payment (each, a “"Paying Agent”"), one or more offices or agencies where Securities may be presented for conversion (each, a “"Conversion Agent”") and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “"Primary Registrar”") shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) 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 Company shall notify the Trustee of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion 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 Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 6.1 and Article 910). (c) . The Company hereby initially designates U.S. Bank National Association the Trustee as Paying Agent, Registrar, Securities Custodian (as defined in Section 8.1) and Conversion Agent, and designates each of the Corporate Trust Office of the Trustee as and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, one such office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be servedpurposes.

Registrar, Paying Agent and Conversion Agent. (a) The 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 “Registrar”), one which initially will be the office of the Trustee located at Wilmington Trust, National Association, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, an office or more offices or agencies agency where Securities Notes may be presented or surrendered for payment (each, a “Paying Agent”), one which initially will be the office of the Trustee located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and an office or more offices or agencies agency where Securities Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served). The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities Notes and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenturemay appoint one or more co-registrars, provided that the Agent may be an Affiliate of the Trusteeone or more additional paying agents or one or more additional conversion agents. The agreement shall implement term “Registrar” includes any co-registrar, the provisions of this Indenture that relate term “Paying Agent” includes any additional paying agent and the term “Conversion Agent” includes any additional conversion agent. The Company may change any Paying Agent or Registrar without prior notice to such Agentany Holder. The Company shall notify the Trustee in writing of the name and address, and any change in the name or address, address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain a another entity as Registrar, Paying Agent, Agent or Conversion 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 Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent (except for the purposes of Article 9)Eleven or Fourteen of this Indenture) or Registrar. (b) The Company initially appoints DTC to act as Depositary with respect to the Global Notes. (c) The Company hereby initially designates U.S. Bank National Association appoints the Trustee to act as Paying Agent, the Registrar, Securities Custodian Paying Agent and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.