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 may be presented for registration of transfer or for exchange ("Registrar"), an office or agency where Securities may be presented for purchase or payment ("Paying Agent") and 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 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 additional paying agent, including any named pursuant to Section 4.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than 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 of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("“Registrar"”), an office or agency in the United States where Securities may be presented for purchase or payment (“Paying Agent”), an office or agency where Securities may be presented for purchase or payment conversion ("Paying “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 presented for conversion ("Conversion Agent")served. The Registrar shall keep a register of the Securities (“Register”) and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents agents, and one or more additional conversion agents. The term “Registrar” includes any co-registrar, including any named pursuant to Section 9.06. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.59.06. The term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.59.06. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is not a Person other than the Trustee)party to this Indenture. 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 agentAgent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent or Conversion AgentAgent 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 and shall be entitled to appropriate compensation therefor pursuant to Section 7.7such. The Company or any Subsidiary or an Affiliate of either of them the Company may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company hereby initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities the Notes may be presented for registration of transfer or for exchange ("RegistrarREGISTRAR"), an office or agency where Securities the Notes may be presented for purchase repurchase or payment ("Paying AgentPAYING AGENT") and an office or agency where Securities the Notes may be presented for conversion ("Conversion AgentCONVERSION AGENT"). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. 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 additional paying agent, including any named pursuant to Section 4.5agents. The term Conversion Agent includes any additional conversion agent. The Company initially appoints the Trustee as Registrar, including any named pursuant to Section 4.5Conversion Agent, and Paying Agent in connection with the Notes. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing and the Holders of the name and address of any such agentagent and of any change in the office or agency referred to in Section 5.2. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("Registrar"), an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for purchase or payment ("Paying Agent") and 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 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 additional paying agent, including any named pursuant to Section 4.55.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.55.5. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than 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 of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.79.7. The Company or any Subsidiary or an Affiliate of either of them may not act as Paying Agent, Registrar, Conversion Agent or co-registrarregistrar under this Indenture. The Company initially appoints the Trustee as Registrar, Paying Conversion Agent and Conversion Paying Agent in connection with the Securities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("Registrar"), an office or agency where Securities may be presented for purchase or payment ("Paying Agent") ), an office or agency where all calculations in respect of the Securities shall be made ("Calculation Agent"), and 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 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 additional paying agent, including any named pursuant to Section 4.54.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.54.05. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent Registrar or co-registrar registrar, Paying Agent or Conversion Agent (in each case, if such Registrar, agent or co-registrar is a Person other than 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 of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.77.07. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Calculation Agent, Registrar, Paying Conversion Agent and Conversion Paying Agent in connection with the Securities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("the “Registrar"”), an office or agency where Securities may be presented for purchase or payment ("the “Paying Agent"”) and 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 may have one or more co-registrars, registrars and one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.5. The agent and the term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if not a party to this Indenture. Such agency agreement shall provide for reasonable compensation for such Registrar, agent or co-registrar is a Person other than the Trustee)services. 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 agentAgent and shall furnish the Trustee with an executed counterpart of any such agency agreement. If the Company fails to maintain a or act as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7duly compensated therefor. The Company Registrar or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or a co-registrarregistrar and a Paying Agent shall be maintained by the Company in the Borough of Manhattan, The City of New York. The Company initially appoints designates the Trustee as the Registrar, Paying Agent and Conversion Agent in connection with the SecuritiesAgent.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange ("Registrar"), an office or agency where Securities Notes may be presented for purchase or payment ("Paying Agent") and an office or agency where Securities Notes may be presented for conversion (together with any other person authorized by the Company to convert Notes in accordance with the provisions of Article 10 hereof, the "Conversion Agent"). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Company may have one or more co-registrarsRegistrars, one or more additional paying agents Paying Agents and one or more additional conversion agentsConversion Agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.54.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.54.05. The Company shall enter into an appropriate agency agreement agreements with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each caseRegistrar, if such Registrar, agent or co-registrar is a Person other than 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 of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such such, and shall be entitled to appropriate compensation therefor pursuant to Section 7.77.06. The -15- Company or any Subsidiary Subsidiary, or an Affiliate of either of them them, may act as Paying Agent, Registrar, Conversion Agent or and/or co-registrarRegistrar. The Company initially appoints the Trustee as Registrar, Paying Conversion Agent and Conversion Paying Agent in connection with the SecuritiesNotes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in Chicago, Illinois (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 purchase or 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 has initially appointed the Trustee as its Registrar, Paying Agent and Conversion Agent in Chicago. The Company may have appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agentsagents in such other locations as it shall determine. The term "Registrar" includes any co-registrar, the term "Paying Agent Agent" includes any additional paying agent, including any named pursuant to Section 4.5. The agent and the term "Conversion Agent Agent" includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with may change any Registrar, Paying Agent, Registrar or Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate without prior notice to such agentany Noteholder. The Company shall notify the Trustee in writing of the name and address of any such agentnewly-appointed Agent not a party to this Indenture. If the Company fails to appoint or maintain a another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securitiessuch.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("the “Registrar"”), an office or agency where Securities may be presented for purchase or payment ("the “Paying Agent"”) and 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 may have one or more co-registrars, registrars and one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.5. The agent and the term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if not a party to this Indenture. Such agency agreement shall provide for reasonable compensation for such Registrar, agent or co-registrar is a Person other than the Trustee)services. 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 agentAgent and shall furnish the Trustee with an executed counterpart of any such agency agreement. If the Company fails to maintain a or act as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7duly compensated therefor. The Company Registrar or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or a co-registrarregistrar and a Paying Agent shall be maintained by the Company in the Borough of Manhattan, The City of New York. The Company initially appoints designates the Trustee as the Registrar, Paying Agent and Conversion Agent in connection with the SecuritiesAgent.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange ("“Registrar"), an office or agency where Securities may be presented for purchase or payment ("Paying Agent"”) and an office or agency where Securities Notes may be presented for payment (“Paying Agent”) or for conversion ("“Conversion Agent"”). The Registrar shall keep a register (the “Security Register”) of the Securities Notes and of their transfer and exchangeexchange or conversion. The Company shall maintain the services of a duly-appointed Conversion Agent. The Company may have appoint one or more co-registrars, one or more additional paying agents and one or more conversion agents. The term “Registrar” includes any co-registrar, the term “Paying Agent” includes any additional paying agent and the term “Conversion Agent” includes any additional conversion agents. The term Paying Agent includes Company may change any additional paying agent, including any named pursuant to Section 4.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate Registrar without notice to such agentany Holder. The Company shall notify the Trustee in writing of the name and address of any such agentAgent not a party to this Indenture. If the Company fails to appoint or maintain a another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7such. The Company or any Subsidiary or an Affiliate of either of them its Subsidiaries may act as Paying Agent, Registrar, or Conversion Agent or co-registrar. Registrar. (b) The Company initially appoints The Bank of New York, a New York banking corporation, to act as Common Depositary with respect to the Global Notes. (c) The Company initially appoints the Trustee to act as Registrar, Paying Agent and Conversion Agent in connection and to act as Custodian with respect to the SecuritiesGlobal Notes, and the Trustee hereby agrees so to initially act.

Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange for other Securities ("Registrar"), an office or agency where Securities may be presented for purchase or payment ("Paying Agent") and an office or agency where Securities may be presented for conversion into Common Stock ("Conversion Agent"). The Registrar shall keep a register of the Securities and of their registration of transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents agents, and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.5. . (b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent Registrar or co-registrar registrar, Paying Agent or Conversion Agent (in each case, if such Registrar, agent or co-registrar is a Person other than 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 of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.78.07. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, or Conversion Agent or co-registrar. . (c) The Company initially appoints the Trustee as Registrar, Paying Conversion Agent and Conversion Paying Agent in connection with the Securities.

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 purchase or 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 have appoint the Registrar, the Paying Agent and the Conversion Agent and may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agentsagents in such other locations as it shall determine. The term "Paying Agent Agent" includes any additional paying agent, including any named pursuant to Section 4.5. The agent and the term "Conversion Agent Agent" includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with may change any Registrar, Paying Agent, Conversion Agent or Registrar, co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate Conversion Agent without prior notice to such agentany Noteholder. The Company shall notify the Trustee in writing of the name and address of any such agentAgent not a party to this Indenture. If the Company fails to appoint or maintain a another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7such. The Company or any Subsidiary or an Affiliate of either of them its Affiliates may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Paying Agent and registrar or Conversion Agent in connection with the SecuritiesAgent.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("Registrar"), an office or agency where Securities may be presented for purchase or payment ("Paying Agent") and 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 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 additional paying agent, including any named pursuant to Section 4.5. The agent and the term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate to the duties of such agent. The Company shall notify the Trustee in writing of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.75.6. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Paying Conversion Agent and Conversion Paying Agent in connection with the Securities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("RegistrarREGISTRAR"), an office or agency where Securities may be presented for purchase or payment ("Paying AgentPAYING AGENT") and an office or agency where Securities may be presented for conversion ("Conversion AgentCONVERSION AGENT"). The Registrar shall keep a register of the Securities and of their transfer and exchange. 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 additional paying agent, including any named pursuant to Section 4.5. The term Conversion Agent includes any additional conversion agent. The Company may change any Paying Agent, including Registrar or Conversion Agent without prior notice to any named pursuant to Section 4.5Holder. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than 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 of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.75.8. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securities.

Registrar, Paying Agent and Conversion Agent. (i) The Company shall maintain an office or agency where Securities Debentures may be presented for registration of transfer or for exchange for other Debentures ("“Registrar"”), an office or agency where Securities Debentures may be presented for purchase or payment ("“Paying Agent"”) and an office or agency where Securities Debentures may be presented for conversion into Common Stock ("“Conversion Agent"”). The Registrar shall keep a register (each such register being sometimes referred to herein as the “Security Register”) of the Securities Debentures and of their registration of transfer and exchange. 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 additional paying agent, including any named pursuant to Section 4.54.04. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.5. 4.04. (ii) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent Registrar or co-registrar registrar, Paying Agent or Conversion Agent (in each case, if such Registrar, agent or co-registrar is a Person other than 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 of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.77.07. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. . (iii) The Company initially appoints the Trustee as Registrar, Paying Conversion Agent and Conversion Paying Agent in connection with the SecuritiesDebentures.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange ("“Registrar"”), an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for purchase or payment ("“Paying Agent"”) and an office or agency in the Borough of Manhattan, The City of New York, 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 have appoint or change one or more co-registrarsRegistrars, one or more additional paying agents Paying Agents and one or more additional conversion agentsConversion Agents without notice and may act in any such capacity on its own behalf. The term “Registrar” includes any co-Registrar; the term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.5. The Paying Agent; and the term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.5Conversion Agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Security Agent or co-registrar (in each case, if not a party to this Indenture. Each such Registrar, agent or co-registrar is a Person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agentSecurity Agent. The Company shall notify the Trustee in writing of the name and address of any such agentSecurity Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrarsuch. The Company initially appoints the Trustee as RegistrarPaying Agent, Registrar and Conversion Agent. Notwithstanding anything contained herein to the contrary, the Company may not act as Paying Agent and Conversion Agent prior to payment in connection with full of all Interest due through the Securitiesfourth interest payment date immediately following the Issue Date.

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 purchase or payment ("Paying Agent") and (iii) an office or agency where Securities Notes may be presented for conversion ("Conversion Agent"). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Company may have appoint the Registrar, the Paying Agent and the Conversion Agent and may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agentsagents in such other locations as it shall determine. The term "Paying Agent Agent" includes any additional paying agent, including any named pursuant to Section 4.5. The agent and the term "Conversion Agent Agent" includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with may change any Registrar, Paying Agent, Conversion Agent or Registrar, co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate Conversion Agent without prior notice to such agentany Noteholder. The Company shall notify the Trustee in writing of the name and address of any such agentAgent not a party to this Indenture. If the Company fails to appoint or maintain a another entity as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7such. The Company or any Subsidiary or an Affiliate of either of them its Affiliates may act as Paying Agent, Registrar, Conversion Agent or co-registrarregistrar or Conversion Agent. The Company initially appoints the Trustee as Paying Agent, Registrar, Paying Conversion Agent and Conversion Agent in connection with authenticating agent and the SecuritiesTrustee hereby accepts such appointments.