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

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) an office or agency where Securities may be presented for conversion (“Conversion Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. The 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, Registrar, co-registrar or Conversion Agent without prior notice to any Securityholder. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an Registrar”),an office or agency where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Securities Notes, the Notes held by each Holder and the transfer, exchange and conversion of their transfer Notes (the “Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 4.05. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the terms of the TIA. Any such 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 Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall may agree to act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its Affiliates domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian in connection with the Notes, and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially Corporate Trust Office to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency in New York City where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for repurchase, redemption or payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer transfer, exchange, repurchase, redemption and exchangeconversion. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 4.05. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the 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 Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its Affiliates domestically incorporated Wholly Owned Subsidiaries may act as Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and Paying Agent in connection with the Trustee hereby accepts such appointments Securities, custodian for the Depositary with respect to the Global Securities, and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) an office or agency where Securities may be presented for conversion (“Conversion Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. The 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, Registrar, co-registrar or Conversion Agent without prior notice to any SecurityholderNoteholder. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Level, ▇▇▇▇▇▇▇▇▇ Corporate Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”) and (iii) an office or agency where Securities Notes may be presented for conversion (the “Conversion Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” includes any additional paying agent agent, the term “Registrar” includes any co-registrars and the term “Conversion Agent” includes any additional conversion agent. The Company may change any Paying Agent, initially appoints the Trustee as (i) Registrar, co-registrar Paying Agent and Conversion Agent in connection with the Notes and (ii) the Depositary custodian with respect to the Global Notes. The Company may enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent without prior notice not a party to any Securityholderthis Indenture. 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 Agent such agent, if not a party to this Indenturethe Trustee. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to ‎Section 7.07. The Company or any of its Affiliates domestically organized Wholly Owned Subsidiaries may act as Paying Agent, Agent or Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as may remove any Registrar, Paying Agent or Conversion Agent upon written notice to such Registrar, Paying Agent, Registrar, Conversion Agent and Custodian to the Trustee; provided, however, 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 Registrar, Paying Agent or Conversion Agent, as the case may be, and delivered to the Trustee hereby accepts such appointments or (2) notification to the Trustee, and each of accepted by the corporate trust office of Trustee, that the Trustee shall serve as Registrar, Paying Agent or Conversion Agent until the appointment of a successor in Los Angelesaccordance with clause (1) above. The Registrar, California and the office Paying Agent or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located Conversion Agent may resign at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesany time upon written notice.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment (“"Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. The 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, Registrar, co-registrar or Conversion Agent without prior notice to any SecurityholderNoteholder. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angelesat 101 Barclay Street, California and the office or agency of the Trustee in the Borough of ManhattanFloor 21 West, The City of New York, State of New York (which shall initially be State Street Bank and Trust CompanyNY 10286, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes- Global Finance Unit.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of the Holders, the Securities held by each Holder and the transfer, exchange and conversion of their transfer Securities (“Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 3.05. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 3.05. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the 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 Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 6.07. The Company or any of its Affiliates domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and Paying Agent in connection with the Trustee hereby accepts such appointments Securities, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall to be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recording of, and shall record, the names and addresses of holders of the Securities Notes, the Notes held by each holder and the transfer, exchange and conversion of their transfer Notes (the “Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 4.02. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 4.02. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the terms of the TIA. Any such 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 Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall may agree to act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 6.06. The Company or any of its Affiliates domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agentregistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian in connection with the Notes, and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially Corporate Trust Office to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment (“"Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. The 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, Registrar, co-registrar or Conversion Agent without prior notice to any SecurityholderNoteholder. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angelesat Sixth and Marquette, California MAC N930▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Corporate Trust Services, and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and c/o Depository Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇1st Floor, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇TADS Department, ▇▇▇▇▇▇▇▇▇ Trust Window55 Water Street, New York, New York 10006NY 10041), which shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”) and (iii) an office or agency where Securities Notes may be presented for conversion (the “Conversion Agent”). The Company shall cause each of the Registrar, the Paying Agent and the Conversion Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Note Register”). The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” includes any additional paying agent and the agent. The term “Conversion Agent” includes any additional conversion agent. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice not a party to any Securityholderthis Indenture, which shall incorporate the terms of the Trust Indenture Act. 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 Agent not a party to this Indentureeach such agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.7 hereof. The Company or any other Subsidiary of its Affiliates the Guarantor may act as Paying Agent, Registrar, Conversion Agent, co-registrar or Conversion Agenttransfer agent. The Company initially appoints DTC to act as depository with respect to the Global Notes. The Trustee is authorized to enter into a letter of representations with DTC in the form provided to the Trustee by the Company and to act in accordance with such letter. The Company initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesNotes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities Notes may be presented for repurchase or payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. Pursuant to Section 6.5, the Company shall at all times maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar (in each case, if such Registrar, agent or Conversion Agent without prior notice co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each Notes. The initial office of the corporate trust Registrar, Paying Agent and Conversion Agent shall be the office of the Trustee in Los Angeles, California and the office or agency of the Trustee that is located in the Borough of Manhattan, The City of New York, State of New York (City, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee office is presently located at 61▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window8 West, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes10286.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, New York, where Notes may be presented for payment and through which the Company shall pay the principal of, and interest, including any Additional Interest on, and Additional Amounts with respect to, the Notes (ii) “Paying Agent”), an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Securities Notes, the Notes held by each Holder and the transfer, exchange and conversion of their transfer Notes (the “Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 5.02. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 5.02. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice Registrar not a party to any Securityholderthis Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall may agree to act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.06. The Company or any of its Affiliates domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion AgentRegistrar. The Company initially appoints The Bank of New York Mellon as the Trustee as Paying Agent, the Transfer Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los AngelesNotes, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State Bank of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇Mellon, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust WindowFloor 4E, New York, New York 10006)NY 10286, shall USA, to be considered as one such office or agency of the Company for the aforesaid purposes. The obligation of the Agents are several, and not joint. If the Company maintains an additional Paying Agent in a European Union member state, it will ensure that it maintains such Paying Agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive (so long as there is such a member state).

Registrar, Paying Agent and Conversion Agent. The Company Issuers shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“the "Registrar”"), (ii) an office or agency where Securities may be presented for payment (“the "Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“the "Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company Issuers may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “"Paying Agent” " includes any additional paying agent agent, the term "Registrar" includes any co-registrars and the term “"Conversion Agent” " includes any additional conversion agents. The Issuers initially appoint the Trustee as (i) Registrar, Paying Agent and Conversion Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities. The 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 terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company may change any Paying Agent, Registrar, co-registrar or Conversion Agent without prior notice to any Securityholder. The Company Issuers shall notify the Trustee of the name and address of any Agent not a party to this Indenturesuch agent. If the Company fails Issuers fail to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuers or any of its Affiliates their domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent, Registrar, co-registrar Registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Issuers may remove any Registrar, Paying Agent or Conversion Agent upon written notice to such Registrar, Paying Agent or Conversion Agent and Custodian to the Trustee; provided, however, 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 Issuers and such successor Registrar, Paying Agent or Conversion Agent, as the case may be, and delivered to the Trustee hereby accepts such appointments and each of the corporate trust office of or (2) notification to the Trustee in Los Angeles, California and the office or agency of that the Trustee shall serve as Registrar, Paying Agent or Conversion Agent until the appointment of a successor in the Borough of Manhattanaccordance with clause (1) above. The Registrar, The City of New YorkPaying Agent or Conversion Agent may resign at any time upon written notice; provided, State of New York (which shall initially be State Street Bank and Trust Companyhowever, N.A., an Affiliate of that the Trustee located at 6▇ ▇▇▇▇▇▇▇▇may resign as Registrar, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered Paying Agent or Conversion Agent only if the Trustee also resigns as one such office or agency of the Company for the aforesaid purposesTrustee in accordance with Section 7.08.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for redemption, repurchase or payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“Conversion 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. Pursuant to Section 6.5, the Company shall at all times maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar (in each case, if such Registrar, agent or Conversion Agent without prior notice co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each Securities. The initial office of the corporate trust Registrar, Paying Agent and Conversion Agent shall be the office of the Trustee in Los Angeles, California and the office or agency of the Trustee that is located in the Borough of Manhattan, The City of New York, State of New York (City, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of office on the Trustee located at 6▇ date hereof is ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window21st Floor, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes10286.

Registrar, Paying Agent and Conversion Agent. The Company Trust shall -------------------------------------------- maintain in the Borough of ManhattanWest Des Moines, City of New York, State of New York Iowa (i) an office or agency where Trust Preferred Securities may be presented for registration of transfer or for exchange (“the "Registrar”"), (ii) an office or agency where Trust Preferred Securities may be presented for payment (“the "Paying Agent”") and (iii) an office or agency where Trust Preferred Securities may be presented for conversion (“the "Conversion Agent”"). The Registrar shall keep a register of the Trust Preferred Securities and of their transfer and exchange. The Company Trust may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company Agent and may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. The term “"Paying Agent” " includes any additional paying agent and the term “"Conversion Agent” " includes any additional conversion agent. The Company Trust may change any Paying Agent, Registrar, co-registrar or Conversion Agent without prior notice to any SecurityholderHolder. The Company Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrative Trustees. The Trust shall notify the Property Trustee of the name and address of any Agent not a party to this IndentureDeclaration. If the Company Trust fails to appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Property Trustee shall act as such. The Company Trust or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee Trust shall act as Paying Agent, Registrar, co-registrar, and Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesTrust Common Securities. The Trust initially appoints the Property Trustee as Registrar, Paying Agent and Conversion Agent for the Trust Preferred Securities.

Registrar, Paying Agent and Conversion Agent. The Company Issuer shall maintain in the The Borough of Manhattan, Manhattan in The City of New York, State of New York (i) York, an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment and repurchase (“"Paying Agent”) and (iii) "), an office or agency where Securities may be presented for conversion (“"Conversion Agent”)") and an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company Issuer may appoint one or more co-registrarsRegistrars, one or more additional paying agents Paying Agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office Conversion Agents, which may be inside or agency in the outside The Borough of Manhattan, The City of New York, State of New York, for such purposes. The term “"Registrar" includes any co- Registrar, the term "Paying Agent” " includes any additional paying agent Paying Agent and the term “"Conversion Agent” " includes any additional conversion agentConversion Agent. The Company Issuer may change any Paying Agent, Registrar, co-registrar Paying Agent or Conversion Agent without prior notice to any SecurityholderHolder. If the Issuer fails to appoint or maintain another person as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company Issuer or any Affiliate of the Issuer may act as Registrar or Conversion Agent. Except for purposes of Article Nine, the Issuer or any Affiliate of the Issuer may act as Paying Agent. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall promptly notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company Issuer fails to appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company Issuer initially appoints the Trustee as Registrar, Paying Agent, Registrar, Conversion Agent and Custodian agent for service of notices and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesdemands.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”) and (iii) an office or agency where Securities Notes may be presented for conversion (the “Conversion Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” includes any additional paying agent agent, the term “Registrar” includes any co-registrars and the term “Conversion Agent” includes any additional conversion agent. The Company may change any Paying Agent, initially appoints the Trustee as (i) Registrar, co-registrar Paying Agent and Conversion Agent in connection with the Notes and (ii) the custodian with respect to the Global Notes. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent without prior notice not a party to any Securityholderthis Indenture. 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 Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its Affiliates domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. The Company may remove any Registrar, Paying Agent or Conversion Agent upon written notice to such Registrar, Paying Agent, Conversion Agent and to the Trustee; provided, however, 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 Registrar, co-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 or Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Company initially appoints Registrar, Paying Agent or Conversion Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent, Registrar, Conversion Agent and Custodian and or Registrar only if the Trustee hereby accepts such appointments and each of the corporate trust office of the also resigns as Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesaccordance with Section 7.08.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment (“"Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. The 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, Registrar, co-registrar or Conversion Agent without prior notice to any SecurityholderNoteholder. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇61 B▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust ▇▇▇st Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency in the Borough of Manhattan, City of New York, New York, where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Securities Notes, the Notes held by each Holder and the transfer, exchange and conversion of their transfer Notes (the “Register”). The entries in the Register shall be conclusive, and exchangethe parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” includes any additional paying agent and the agent, including any named pursuant to Section 4.06. The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 4.06. The Company may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion Agent without prior notice Registrar not a party to any Securityholderthis Indenture. Any such 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 Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall may agree to act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Company or any of its Affiliates domestic wholly owned Subsidiaries may act as the Paying Agent, the Registrar, the Conversion Agent or a co-registrar or Conversion AgentRegistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los AngelesNotes, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street U.S. Bank and Trust Company, N.A., an Affiliate of the Trustee located National Association at 6▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇St. ▇▇▇▇ MN 55107-1419, Attention: Corporate Trust WindowServices—Administrator for A. M. Castle & Co. 5.25% Convertible Senior Secured Notes due 2019, New Yorkor such other address as the Trustee may designate from time to time by written notice to the Holders and the Company, New York 10006), shall to be considered as one such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind or change the designation of the Paying Agent, the Conversion Agent and/or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Pursuant to Section 6.5, the Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for redemption, repurchase or payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“Conversion 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. Pursuant to Section 6.5, the Company shall at all times maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent or co registrar (in each case, if such Registrar, co-agent or co registrar or Conversion Agent without prior notice is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenturesuch agent. If the Company fails to appoint maintain a Registrar or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any Subsidiary or an Affiliate of its Affiliates either of them may act as Paying Agent, Registrar, co-Conversion Agent or co registrar or and, if the Company fails to maintain a Conversion Agent, the Company shall act as such. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposesSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for redemption, repurchase or payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“Conversion 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. Pursuant to Section 6.5, the Company shall at all times maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar (in each case, if such Registrar, agent or Conversion Agent without prior notice co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent Agent, or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each Securities. The initial office of the corporate trust Registrar, Paying Agent and Conversion Agent shall be the office of the Trustee in Los Angeles, California and the office or agency of the Trustee that is located in the Borough of Manhattan, The City of New York, State of New York (City, which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of office on the Trustee located at 6▇ date hereof is ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes10286.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for redemption, repurchase or payment (“Paying Agent”) and (iii) ), an office or agency where Securities may be presented for conversion (“Conversion 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. Pursuant to Section 6.5, the Company shall at all times maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any additional paying agent and the agent, including any named pursuant to Section 6.5. The term “Conversion Agent” Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company may change shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Registrar, Conversion Agent or co-registrar (in each case, if such Registrar, agent or Conversion Agent without prior notice co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to any Securityholdersuch agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company hereby initially appoints the Trustee as Paying Agent, Registrar, Paying Agent and Conversion Agent and Custodian and in connection with the Trustee hereby accepts such appointments and each Securities. The initial office of the corporate trust Registrar, Paying Agent and Conversion Agent shall be the office of the Trustee in Los Angeles, California and the office or agency of the Trustee that is located in the Borough of Manhattan, The City of New York, State of New York (City, which shall initially be State Street Bank and office on the date hereof is ▇▇▇▇▇ Fargo Corporate Trust CompanyServices, N.A., an Affiliate of the Trustee located at 6▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) continental United States an office or agency where Securities Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities Notes may be presented for payment (“Paying Agent”) and (iii) ), an office or agency where Securities Notes may be presented for conversion (“Conversion Agent”)) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders, 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 the parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of their transfer and exchangethis Indenture. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposesagents. The term “Paying Agent” Agent includes any such additional paying agent and the agents. The term “Conversion Agent” Agent includes any such additional conversion agentagents. The Company may change any Paying Agent, Registrar, co▇▇▇-registrar or Conversion Agent without prior notice to any Securityholder. ▇▇▇▇-▇▇▇▇/7/AMERICAS The Company shall promptly notify the Trustee and the Holders of any change in the name and address of any Registrar, Paying Agent not a party to this Indentureand Conversion Agent. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent or Conversion Agent, any presentations, surrenders, notices and demands required to be made by, or at the office of, any such agent may be made or served at the Corporate Trust Office or in accordance with Section 1.05; provided that the Trustee shall act as suchbe entitled to appropriate compensation therefor pursuant to Section 8.08. The Company or any of its Affiliates may act as Paying Agent, Registrar, Conversion Agent or co-registrar or Conversion AgentRegistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, the Registrar, Conversion Agent and Custodian as its agent for service of notice and demands in connection with the Notes, and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially Corporate Trust Office to be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the 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 Registrar must be located within the continental United States.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office one or agency more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), (ii) an office one or agency more offices or agencies where Securities may be presented for payment (each, a “Paying Agent”) and (iii) an office ), one or agency 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. (NY) 20543/090/INDENTURE/arm.indenture.doc The Company may appoint the Registrar, the Paying shall enter into an appropriate agency agreement with any Agent and the Conversion Agentnot a party to this Indenture. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in agreement shall implement the provisions of this Indenture that relate to such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. The 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, Registrar, co-registrar or Conversion Agent without prior notice to any Securityholder. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as a Registrar, Paying Agent, Conversion Agent or Conversion Agentagent 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 its Affiliates the Company may act as Paying Agent, Registrar, co-registrar or Conversion AgentAgent (except for the purposes of Section 5.01 and Article 9). The Company hereby initially appoints designates the Trustee as Paying Agent, Registrar, Conversion Securities Custodian, Bid Solicitation Agent and Custodian and the Trustee hereby accepts such appointments Conversion Agent, and each of the corporate trust office Corporate Trust Office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the The Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 6▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Window, New York, New York 1000610286, Attention: Corporate Trust Administration), shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“"Registrar”"), (ii) an office or agency where Securities may be presented for payment (“"Paying Agent”") and (iii) an office or agency where Securities may be presented for conversion (“"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint the Registrar, the Paying Agent and the Conversion Agent. The Company may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine; provided that no such designation shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York, for such purposes. The 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, Registrar, co-registrar or Conversion Agent without prior notice to any Securityholder. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company or any of its Affiliates may act as Paying Agent, Registrar, co-registrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Conversion Agent and Custodian and the Trustee hereby accepts such appointments and each of the corporate trust office of the Trustee in Los Angeles, California and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, State of New York (which shall initially be State Street Bank and Trust Company, N.A., an Affiliate of the Trustee located at 661 Broadway, Concourse Level, Corporate Trust Window, New York, New Yo▇▇ ▇▇▇▇▇), ▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ Trust Window, New York, New York 10006), shall be considered as one such ▇uch office or agency of the Company for the aforesaid purposes.