Common use of Appointment of Authenticating Agents Clause in Contracts

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. LaSalle Bank National Association shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. LaSalle Bank National Association is removed as Trustee, then it LaSalle Bank National Association shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.LaSalle Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Wells Fargo Bank, N.A. shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it Wells Fargo Bank, X.X. shall be terminated as Authenticating Agent. If the Ix xxx Authenticating Agent (other than Xxxxx Wells Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint axxxxxt a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's ’s expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Xxxxx Fargo Bank, N.A. shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it Xxxxx Fargo Bank, N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee Certificate Administrator may at the TrusteeCertificate Administrator's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee Certificate Administrator in authenticating Certificates. The Trustee Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Trustee Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee Certificate Administrator from any of its obligations hereunder, and the Trustee Certificate Administrator shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. LaSalle Bank National Association shall be the initial Authenticating Agent. If LaSalle Bank National Association is removed as Certificate Administrator, then it shall also be terminated as Authenticating Agent. Notwithstanding anything herein to the contrary, if the Trustee Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the TrusteeCertificate Administrator.

Appointment of Authenticating Agents. (a) The Trustee Paying Agent may at the TrusteePaying Agent's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee Paying Agent in authenticating Certificates. The Trustee Paying Agent shall cause any such Authenticating Agent to execute and deliver to the Trustee Paying Agent an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee Paying Agent hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee Paying Agent from any of its obligations hereunder, and the Trustee Paying Agent shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. LaSalle Bank National Association is removed as TrusteePaying Agent, then it LaSalle Bank National Association shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.LaSalle Bank National Association) resigns or is terminated, the Trustee Paying Agent shall appoint a successor Authenticating Agent which may be the Trustee Paying Agent or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee Paying Agent hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee Paying Agent is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the TrusteePaying Agent.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, that may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more Series of Securities. Such Authenticating AgentsAgent or Agents shall, which shall at the option of the Trustee, be authorized to act on behalf of the Trustee to authenticate Securities of such Series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.07, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 50,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall cease to be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity eligible in accordance with the terms hereofprovisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Notwithstanding anything herein to the contraryAny corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information corporation resulting from any merger, conversion or documentation consolidation to be provided to the which such Authenticating Agent shall be construed to require that such noticea party, information or documentation also be provided any corporation succeeding to the Trusteecorporate 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 Trustee or the Authenticating Agent.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, that may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more Series of Securities. Such Authenticating AgentsAgent or Agents shall, which shall at the option of the Trustee, be authorized to act on behalf of the Trustee to authenticate Securities of such Series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.07, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee’s certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 50,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may that shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that one or more Series is made pursuant to this Section, the Securities of such noticeSeries may have endorsed thereon, information or documentation also be provided in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture.

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's ’s expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Wxxxx Fargo Bank, N.A. shall be the initial Authenticating Agent. If Xxxxx Wxxxx Fargo Bank, N.A. is removed as Trustee, then it Wxxxx Fargo Bank, N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Wxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense ------------------------------------ appoint an Authenticating Agent or Agents with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 50,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall cease to be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity eligible in accordance with the terms hereofprovisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Notwithstanding anything herein to the contraryAny corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information corporation resulting from any merger, conversion or documentation consolidation to be provided to the which such Authenticating Agent shall be construed to require that such noticea party, information or documentation also be provided any corporation succeeding to the Trusteecorporate 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 Trustee or the Authenticating Agent.

Appointment of Authenticating Agents. (a) The Trustee may Certificate Administrator may, at the TrusteeCertificate Administrator's expense expense, appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee Certificate Administrator in authenticating Certificates. The Trustee Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Trustee Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee Certificate Administrator from any of its obligations hereunder, and the Trustee Certificate Administrator shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as TrusteeCertificate Administrator, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.Fargo) resigns or is terminated, the Trustee Certificate Administrator shall appoint a successor Authenticating Agent which may be the Trustee Certificate Administrator or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the TrusteeCertificate Administrator.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall cease to be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity eligible in accordance with the terms hereofprovisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Notwithstanding anything herein to the contraryAny corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information corporation resulting from any merger, conversion or documentation consolidation to be provided to the which such Authenticating Agent shall be construed to require that such noticea party, information or documentation also be provided any corporation succeeding to the Trustee.corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation 52

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's ’s expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. [__________] shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. [__________] is removed as Trustee, then it [__________] shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.[__________]) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or 95 83 Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall cease to be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity eligible in accordance with the terms hereof. Notwithstanding anything herein to the contraryprovisions of this Section, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be construed merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to require that which such notice, information or documentation also be provided to the Trustee.Authenticating

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating 54 Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that one or more series is made pursuant to this Section, the Securities of such noticeseries may have endorsed thereon, information or documentation also be provided in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Chase Manhattan Bank (National Association), as Trustee By ----------------------------------- As Authenticating Agent By ----------------------------------- Authorized Officer 55

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of 54 the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that one or more series is made pursuant to this Section, the Securities of such noticeseries may have endorsed thereon, information or documentation also be provided in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. First Trust National Association, as Trustee By ----------------------------------- As Authenticating Agent By ----------------------------------- Authorized Officer 55

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. [Name of Trustee] is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.[Name of Trustee]) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such Authenticating Agent publishes reports of condition at least annually, 93 82 pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that one or more series is made pursuant to this Section, the Securities of such noticeseries may have endorsed thereon, information or documentation also be provided in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in the following form: 94 83 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee, by ------------------------ as Authenticating Agent by ------------------------ Authorized Signatory ARTICLE NINE Supplemental Indentures

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must shall be acceptable to the Company and shall at all times be a corporation Subordinated Indenture organized and doing business under the laws of the United States of America America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authen- ticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall cease to be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity eligible in accordance with the terms hereofprovisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Notwithstanding anything herein to the contraryAny corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information corporation resulting from any merger, conversion or documentation consolidation to be provided to the which such Authenticating Agent shall be construed to require that such noticea party, information or documentation also be provided any corporation succeeding to the Trusteecorporate 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 Trustee or the Authenticating Agent.

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. U.S. Bank National Association is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.U.S. Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to appointed unless eligible under the Trustee.provisions of this Section. 49

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000___________, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. [Trustee] is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.[____________]) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the 79 80 Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that one or more series is made pursuant to this Section, the Securities of such noticeseries may have endorsed thereon, information or documentation also be provided in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [____________________], as Trustee, by ___________________________ as Authenticating Agent by ___________________________ Authorized Signatory ARTICLE NINE Supplemental Indentures

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's ’s expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. LaSalle Bank National Association shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. LaSalle Bank National Association is removed as Trustee, then it LaSalle Bank National Association shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.LaSalle Bank National Association) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. Wells Fargo Bank, N.A. shall be the initial Authenticating Agent. If Xxxxx Wxxxx Fargo Bank, N.A. is removed as Trustee, then it shall Wells Fargo Bank, N.X. xhall be terminated as Authenticating Agent. If the xxx Authenticating Agent (other than Xxxxx Wells Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint apxxxxx a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at ------------------------------------- appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible -------- under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that one or more series is made pursuant to this Section, the Securities of such noticeseries may have endorsed thereon, information or documentation also be provided in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee, by _____________________________ as Authenticating Agent by _____________________________ Authorized Signatory ARTICLE NINE Supplemental Indentures -----------------------

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. LaSalle Bank National Association shall be the initial Authenticating Agent. If LaSalle Bank National Association is removed as Trustee, then it shall also be terminated as Authenticating Agent. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one an Authenticating Agent or more Authenticating Agents, which may include any Affiliate of the Company, with respect to the Notes. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.8, and 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Notes by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Notes to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Notes to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 7.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that such noticeone or more series is made pursuant to this Section, information or documentation also be provided the Notes may have endorsed thereon, in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Notes described in the within-mentioned Indenture. --------------------------------- as Trustee By:_________________________________ as Authenticating Agent By:_________________________________ Name: Title: Dated:______________________________

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Wells Fargo Bank, N.A. is removed as Trustee, then it Wells Fargo Bank, X.X. shall be terminated as Authenticating Agent. If the Ix xxx Authenticating Agent (other than Xxxxx Wells Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint axxxxxt a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Authenticating Agent shall be subject to Notwithstanding the same obligationsforegoing, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve located outside the United States may be appointed by the Trustee from any if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agentthis Section 8.14. If Xxxxx Fargo Banksuch Authenticating Agent publishes reports of condition at least annually, N.A. is removed as Trusteepursuant to law or to the requirements of said supervising or examining authority, then it shall be terminated as Authenticating Agent. If for the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence purposes of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.this

Appointment of Authenticating Agents. (a) The Trustee may at ------------------------------------- appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible -------- under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that one or more series is made pursuant to this Section, the Securities of such noticeseries may have endorsed thereon, information or documentation also be provided in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee, by ___________________________ as Authenticating Agent by ___________________________ Authorized Signatory ARTICLE NINE Supplemental Indentures -----------------------

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. [__________] shall be the initial Authenticating Agent. If Xxxxx Fargo Bank, N.A. [__________] is removed as Trustee, then it [__________] shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.[__________]) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

Appointment of Authenticating Agents. (a) The Trustee Certificate Administrator may at the TrusteeCertificate Administrator's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee Certificate Administrator in authenticating Certificates. The Trustee Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Trustee Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee Certificate Administrator from any of its obligations hereunder, and the Trustee Certificate Administrator shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. LaSalle Bank National Association is removed as TrusteeCertificate Administrator, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.LaSalle Bank National Association) resigns or is terminated, the Trustee Certificate Administrator shall appoint a successor Authenticating Agent which may be the Trustee Certificate Administrator or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the TrusteeCertificate Administrator.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall cease to be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity eligible in accordance with the terms hereofprovisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Notwithstanding anything herein to the contraryAny corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information corporation resulting from any merger, conversion or documentation consolidation to be provided to the which such Authenticating Agent shall be construed to require that such noticea party, information or documentation also be provided any corporation succeeding to the Trusteecorporate 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 Trustee or the Authenticating Agent.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which 55 62 Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject deemed to the same obligations, standard be its combined capital and surplus as set forth in its most recent report of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereundercondition so published. The appointment of If at any time an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall cease to be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity eligible in accordance with the terms hereofprovisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Notwithstanding anything herein to the contraryAny corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information corporation resulting from any merger, conversion or documentation consolidation to be provided to the which such Authenticating Agent shall be construed to require that such noticea party, information or documentation also be provided any corporation succeeding to the Trusteecorporate 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 Trustee or the Authenticating Agent.

Appointment of Authenticating Agents. (a) The Trustee may at appoint an Authenticating Agent or Agents, which may include any Affiliate of the Trustee's expense appoint Company, with respect to one or more series of Securities. Such Authenticating Agents, which Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Securities by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Securities to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that one or more series is made pursuant to this Section, the Securities of such noticeseries may have endorsed thereon, information or documentation also be provided in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Chase Manhattan Bank (National Association), as Trustee By____________________________________ As Authenticating Agent By____________________________________ Authorized Officer ARTICLE NINE SUPPLEMENTAL INDENTURES

Appointment of Authenticating Agents. (a) The Trustee may Certificate Administrator may, at the TrusteeCertificate Administrator's expense expense, appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee Certificate Administrator in authenticating Certificates. The Trustee Certificate Administrator shall cause any such Authenticating Agent to execute and deliver to the Trustee Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee Certificate Administrator from any of its obligations hereunder, and the Trustee Certificate Administrator shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. LaSalle Bank is removed as TrusteeCertificate Administrator, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo LaSalle Bank, N.A.) resigns or is terminated, the Trustee Certificate Administrator shall appoint a successor Authenticating Agent which may be the Trustee Certificate Administrator or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee Certificate Administrator is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the TrusteeCertificate Administrator.

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one an Authenticating Agent or more Authenticating Agents, which may include any Affiliate of the Company, with respect to the Notes. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.8, and 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. Whenever reference is made in authenticating Certificates. The this Indenture to the authentication and delivery of Notes by the Trustee shall cause any such Authenticating Agent to execute and deliver or the Trustee's certificate of authentication or the delivery of Notes to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an instrument in which such Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent shall agree and delivery of Notes to act in such capacity, in accordance with the obligations and responsibilities hereinAuthenticating Agent on behalf of the Trustee. Each Authenticating Agent must 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 America, any State thereof or the District of any StateColumbia, authorized under such laws to do a trust businessact as Authenticating Agent, have having a combined capital and surplus of at least not less than $15,000,000, 5,000,000 and be subject to supervision or examination by federal Federal or state authoritiesState authority. Each Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 7.14. 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, the combined capital and surplus of such Authenticating Agent shall be subject 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, such Authenticating Agent 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 same obligationscorporate agency or corporate trust business of an Authenticating Agent, standard shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of care, protection and indemnities as would be imposed on, any paper or would protect, any further act on the part of the Trustee hereunderor the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The appointment Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the by giving written notice thereof to such Authenticating Agent (other than Xxxxx Fargo Bankand to the Company. Upon receiving such a notice of resignation or upon such termination, N.A.) resigns or is terminatedin case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall may appoint a successor Authenticating Agent which may shall be acceptable to the Trustee or Company. 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 Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the No successor Authenticating Agent shall be construed appointed unless eligible under the provisions of this Section. If an appointment with respect to require that such noticeone or more series is made pursuant to this Section, information or documentation also be provided the Notes may have endorsed thereon, in addition to the Trustee.'s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Notes described in the within-mentioned Indenture. [ ------------------------------------ as Trustee] [By:_________________________________ as Authenticating Agent] By:_________________________________ Name: Title: Dated:______________________________

Appointment of Authenticating Agents. (a) The Trustee may at the Trustee's expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates. The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder. The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent. If Xxxxx Fargo Bank, N.A. is removed as Trustee, then it shall be terminated as Authenticating Agent. If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof. In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof. [Insert name of initial Trustee] shall be the initial Authenticating Agent. If [Insert name of initial Trustee] is removed as Trustee, then it shall also be terminated as Authenticating Agent. Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.