to appropriate compensation therefor pursuant to Section 7.07.
The
Company or any Wholly Owned Subsidiary that is a Domestic Subsidiary may act as
Paying Agent, Registrar, co-registrar or transfer agent.
The Company initially appoints the Trustee as Registrar and Paying Agent in
connection with the Securities.
SECTION 2.04.
PAYING AGENT TO HOLD MONEY IN TRUST.
PRIOR TO EACH DUE DATE OF THE PRINCIPAL AND INTEREST ON ANY SECURITY, THE
COMPANY SHALL DEPOSIT WITH THE PAYING AGENT A SUM SUFFICIENT TO PAY SUCH
PRINCIPAL AND INTEREST WHEN SO BECOMING DUE.
THE COMPANY SHALL REQUIRE EACH
PAYING AGENT (OTHER THAN THE TRUSTEE) TO AGREE IN WRITING THAT THE PAYING AGENT
SHALL HOLD IN TRUST FOR THE BENEFIT OF HOLDERS OR THE TRUSTEE ALL MONEY HELD BY
THE PAYING AGENT FOR THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE SECURITIES
AND SHALL NOTIFY THE TRUSTEE OF ANY DEFAULT BY THE COMPANY IN MAKING ANY SUCH
PAYMENT.
IF THE COMPANY OR A SUBSIDIARY ACTS AS PAYING AGENT, IT SHALL
SEGREGATE THE MONEY HELD BY IT AS PAYING AGENT AND HOLD IT AS A SEPARATE TRUST
FUND.
THE COMPANY AT ANY TIME MAY REQUIRE A PAYING AGENT TO PAY ALL MONEY HELD
BY IT TO THE TRUSTEE AND TO ACCOUNT FOR ANY FUNDS DISBURSED BY THE PAYING
AGENT.
UPON COMPLYING WITH THIS SECTION, THE PAYING AGENT SHALL HAVE NO FURTHER
LIABILITY FOR THE MONEY DELIVERED TO THE TRUSTEE.
SECTION 2.05.
HOLDER LISTS.
THE TRUSTEE SHALL
PRESERVE IN AS CURRENT A FORM AS IS REASONABLY PRACTICABLE THE MOST RECENT LIST
AVAILABLE TO IT OF THE NAMES AND ADDRESSES OF HOLDERS.
IF THE TRUSTEE IS NOT
THE REGISTRAR, THE COMPANY SHALL FURNISH TO THE TRUSTEE, IN WRITING AT LEAST
FIVE BUSINESS DAYS BEFORE EACH INTEREST PAYMENT DATE AND AT SUCH OTHER TIMES AS
THE TRUSTEE MAY REQUEST IN WRITING, A LIST IN SUCH FORM AND AS OF SUCH DATE AS
THE TRUSTEE MAY REASONABLY REQUIRE OF THE NAMES AND ADDRESSES OF HOLDERS.
SECTION 2.06.
TRANSFER AND EXCHANGE.
THE SECURITIES
SHALL BE ISSUED IN REGISTERED FORM AND SHALL BE TRANSFERABLE ONLY UPON THE
SURRENDER OF A SECURITY FOR REGISTRATION OF TRANSFER.
WHEN A SECURITY IS
PRESENTED TO THE REGISTRAR OR A CO-REGISTRAR WITH A REQUEST TO REGISTER A
TRANSFER, THE REGISTRAR SHALL REGISTER THE TRANSFER AS REQUESTED IF THE
REQUIREMENTS OF THIS INDENTURE AND SECTION 8-401(1) OF THE UNIFORM COMMERCIAL
CODE ARE MET.
WHEN SECURITIES ARE PRESENTED TO THE REGISTRAR OR A CO-REGISTRAR
WITH A REQUEST TO EXCHANGE THEM FOR AN EQUAL PRINCIPAL AMOUNT OF SECURITIES OF
OTHER DENOMINATIONS, THE REGISTRAR SHALL MAKE THE EXCHANGE AS REQUESTED IF THE
SAME REQUIREMENTS ARE MET.
SECTION 2.07.
REPLACEMENT SECURITIES.
IF A MUTILATED
SECURITY IS SURRENDERED TO THE REGISTRAR OR IF THE HOLDER OF A SECURITY CLAIMS
THAT THE SECURITY HAS
41
BEEN LOST, DESTROYED OR WRONGFULLY TAKEN, THE COMPANY SHALL ISSUE AND THE
TRUSTEE SHALL AUTHENTICATE A REPLACEMENT SECURITY IF THE REQUIREMENTS OF
SECTION 8-405 OF THE UNIFORM COMMERCIAL CODE ARE MET AND THE HOLDER SATISFIES
ANY OTHER