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

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities of a series may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Securities of a series may be presented for redemption or repurchase, if applicable, and for payment (the “Paying Agent”) and, with respect to any series of Securities that is convertible in accordance with the applicable provisions of such Securities, an office or agency where Securities of such series may be presented for conversion (the “Conversion Agent”). The Registrar shall keep a register of each series of Securities and of their transfer and exchange (the “Register”). The Company may have one or more co-registrars and one or more additional paying agents or conversion agents for any series of Securities. With respect to any series of Securities, the term “Paying Agent” includes any additional paying agent, the term “Registrar” includes any additional co-registrar and the term “Conversion Agent” includes any additional conversion agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent not a party to this Indenture, which shall incorporate the applicable terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent and shall furnish the Trustee with an executed counterpart of any such agency agreement. With respect to any series of Securities, the Company at any time may replace any Registrar, Paying Agent or Conversion Agent or change the location of any such office or agency without notice to any Holder. The Company will give prompt written notice to the Trustee of any such replacement or change in location. With respect to any series of Securities, if the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, if applicable, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Subsidiary incorporated or organized within the United States of America may act as Paying Agent, Conversion Agent or Registrar. Unless otherwise provided for a series of securities, the Company initially appoints the Trustee as Registrar, Paying Agent and, if applicable, Conversion Agent in connection with the Securities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in the continental United States where Securities of a series may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the continental United States where Securities of a series may be presented for redemption or repurchase, if applicable, and for payment (the “Paying Agent”) and, with respect to any series of Securities that is convertible in accordance with the applicable provisions of such Securities, and an office or agency in the continental United States where Securities of such series may be presented for conversion (the “Conversion Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company in the continental United States for each of the aforesaid purposes. The Registrar shall keep a register of each series of the Securities (the “Register”) and of their transfer and exchange (the “Register”)exchange. The Company may have one or more co-registrars and one or more additional paying agents or conversion agents for any series of Securitiesagents. With respect to any series of Securities, the The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any additional co-registrar registrars. The Company initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the term “Securities, (ii) the custodian with respect to the Global Securities and (iii) Conversion Agent” includes any additional conversion agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent not a party to this Indenture, which shall incorporate the applicable terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall notify the Trustee in writing of the name and address of any such Agent and shall furnish the Trustee with an executed counterpart of any such agency agreementagent. With respect to any series of Securities, the Company at any time may replace any Registrar, Paying Agent or Conversion Agent or change the location of any such office or agency without notice to any Holder. The Company will give prompt written notice to the Trustee of any such replacement or change in location. With respect to any series of Securities, if If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, if applicable, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. The Company or any Subsidiary incorporated or organized within the United States of America may act as Paying Agent, Conversion Agent or Registrar. Unless otherwise The Company may remove any Registrar, Paying Agent or Conversion Agent upon written notice to such Registrar, Paying Agent or Conversion Agent and to the Trustee; provided for that no such removal shall become effective until (1) acceptance of an appointment by a series of securities, successor as evidenced by an appropriate agreement entered into by the Company initially appoints and such successor Registrar, Paying Agent or Conversion Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar, Paying Agent andor Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Registrar, if applicablePaying Agent or Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Paying Agent, Conversion Agent or Registrar only if the Trustee also resigns as Trustee in connection accordance with the SecuritiesSection 7.07.

Registrar, Paying Agent and Conversion Agent. The Company Issuers shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee) where Securities of a series may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Securities of a series may be presented for redemption or repurchase, if applicable, and for payment (the “Paying Agent”) and, with respect to any series of Securities that is convertible in accordance with the applicable provisions of such Securities, an office or agency where Securities of such series may be presented for conversion (the “Conversion Agent”). The Registrar shall keep a register of the Securities of each series of Securities and of their transfer and exchange (the “Register”). The Company Issuers may have one or more co-registrars and one Registrars, Paying Agents or more additional paying agents or conversion agents Conversion Agents for any series of Securities. With respect to any series of Securities, the term “Paying Agent” includes any additional paying agent, the term “Registrar” includes any additional co-registrar and the term “Conversion Agent” includes any additional conversion agent. The Company Issuers shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent not a party to this Indenture, which shall incorporate the applicable terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company Issuers shall notify the Trustee of the name and address of any such Agent and shall furnish the Trustee with an executed counterpart of any such agency agreement. With respect to any series of Securities, the Company Issuers at any time may replace any Registrar, Paying Agent or Conversion Agent or change the location of any such office or agency without notice to any Holder. The Company Issuers will give prompt written notice to the Trustee of any such replacement or change in location. With respect to any series of Securities, if the Company fails Issuers fail to maintain a Registrar, Paying Agent or Conversion Agent, if applicable, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuers or any Subsidiary incorporated or organized within the United States of America may act as Paying Agent, Conversion Agent or Registrar. Unless otherwise provided for a series of securitiesSecurities, the Company Issuers initially appoints appoint the Trustee as Registrar, Paying Agent and, if applicable, Conversion Agent in connection with the Securities.