Common use of Appointment of Authenticating Agent Clause in Contracts

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11Section. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.118.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.118.11. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or national banking association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000 authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.118.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.118.11. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.118.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.8.11. The initial Authenticating Agent shall be the Certificate Administrator. 205

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State state or Territory territory thereof or of the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.116.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.116.14.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the SecuritiesSenior Notes, which shall be authorized to act on behalf of the Trustee to authenticate Securities Senior Notes issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities Senior Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities Senior Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a1) The Trustee At any time when any of the Notes remain Outstanding the Trustee, with the approval of the Obligor, may appoint an Authenticating Agent or Agents with respect to the Securities, one or more series of Notes which shall be authorized to act on behalf of the Trustee to authenticate Securities Notes of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.62.05, and Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Obligor and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Obligor itself, subject to supervision or examination by Federal or state State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 5.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.115.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.115.14.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than Fifty Million Dollars ($50,000,000 50,000,000) and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the SecuritiesSenior Notes, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 8.11(a) the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.118.11(a), such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.118.11(a). The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 6.12 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.116.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.116.12.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating 177 Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11Section. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The At any time when any of the Securities of one or more series remain outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, Securities of one or more series which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6such series, and Securities so authenticated shall be entitled to the benefits of this Indenture hereof and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture herein to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of AmericaStates, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.Authenticating

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.. 47

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.118.11, such Authenticating Agent shall resign 204 immediately in the manner and with the effect specified in this Section 6.118.11. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities Notes issued upon original issue and upon exchange, registration of transfer transfer, partial conversion or partial redemption thereof or pursuant to Section 3.63.08, and Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of any of the states of the United States of America, or of any State or Territory thereof or the District of Columbia, Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of to this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11Section.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing 169 business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11Section. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, Debentures which shall be authorized to act on behalf of the Trustee to authenticate Securities Debentures issued upon original issue and or upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.62.6, and Securities Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities Debentures by the Trustee or the Trustee’s 's certificate of authentication, authentication such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authorityCompany. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11Section.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf 195 of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000 authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.118.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.118.11. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall EXHIBIT D at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000 authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.118.11, such 192 Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.118.11. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, . and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall EXHIBIT D at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent or Agents with respect to the SecuritiesAgents, which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6Certificates, and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Controlling Class Representative and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 5.14 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.115.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.115.14. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall Ind- TRUPs at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee Certificate Administrator may appoint an Authenticating Agent agent or Agents with respect to the Securities, agents which shall be authorized to act on behalf of the Trustee Certificate Administrator to authenticate Securities issued upon original issue and upon exchangeCertificates (each such agent, registration of transfer or partial redemption thereof or pursuant to Section 3.6an “Authenticating Agent”), and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee Certificate Administrator hereunder. Wherever a reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee Certificate Administrator or the TrusteeCertificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall shall, at all times times, be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws law to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000 authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If If, at any time time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.118.11, such 195 Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.118.11. The initial Authenticating Agent shall be the Certificate Administrator.

Appointment of Authenticating Agent. (a1) The Trustee may appoint an Authenticating Agent or Agents with respect to the one or more series of Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State state or Territory territory thereof or of the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.116.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.116.14.

Appointment of Authenticating Agent. (a) The At any time when any of the Securities remain outstanding, the U.S. Trustee may appoint an Authenticating Agent or Agents Agents, with respect to the Securities, one or more series of Securities which shall be authorized to act on behalf of the U.S. Trustee to authenticate Securities issued upon original issue of such series and upon exchangethe U.S. Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 3.6, and 1.06. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the U.S. Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. 55 Wherever reference is made in this Indenture to the authentication and delivery of Securities by the U.S. Trustee or the U.S. Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the U.S. Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the U.S. Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal U.S. federal or state authority. If such Authenticating Agent corporation publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 Section, the combined capital and surplus of such Authenticating Agent corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent it shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustees or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the U.S. Trustee and to the Company. The U.S. Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the U.S. Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 6.11.1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The U.S. Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the U.S. Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the U.S. Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by the U.S. Trustee) •, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ •, as U.S. Trustee By: __________________________________________ As Authenticating Agent By: __________________________________________ Authorized Officer

Appointment of Authenticating Agent. (a) The At any time when any of the Certificates remain outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6Certificates, and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Servicer and shall at all times be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for 150 the purposes of this Section 6.11 Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11Section. The initial Authenticating Agent shall be the Trustee.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or partial purchase or pursuant to Section 3.63.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.this

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 6.14 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.so

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.63,6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 550,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner mariner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.this

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State state or Territory territory thereof or of the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.116.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.116.14.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation an entity organized and doing business under the laws of the United States of America, or of any State state or Territory territory thereof or of the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11Section.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.. ------------

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of EXHIBIT D this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11Section.

Appointment of Authenticating Agent. (a) The At any time when any of the Certificates remain outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6Certificates, and Securities Certificates so authenticated shall be entitled to the benefits of this Indenture Agreement and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture Agreement to the authentication and delivery of Securities Certificates by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or association organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 15,000,000, authorized under such laws to do trust business and subject to supervision or examination by Federal federal or state authorityauthorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11Section.

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under 37 the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under trader such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11.