Common use of Authenticating Agent Clause in Contracts

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 and this Section 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.07 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.106.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 6.02, 7.4Section 6.03, 7.5Section 6.04, 8.3 Section 7.03 and this Section 16.14 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 and this Section 16.14 16.13 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.42.04, 2.52.05, 2.62.06, 2.7 2.07, and 3.33.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.107.07. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note registerSecurity Register. The Company agrees to pay to the authenticating agent from time to time reasonable such compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.37.02, 7.47.03, 7.5, 8.3 7.04 and 12.03 and this Section 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.07 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.106.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 6.02, 7.4Section 6.03, 7.5Section 6.04, 8.3 Section 7.03 and this Section 16.14 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 18.10 shall be applicable to any authenticating agent.

Authenticating Agent. The There may be an Authenticating Agent appointed by the Trustee may appoint an authenticating agent that shall be authorized to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of the Notes. The Notes in connection with authenticated by such Authenticating Agent shall be entitled to the original issuance thereof and transfers and exchanges benefits of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate shall be valid and deliver Notes. For obligatory for all purposes of this Indenture, as if authenticated by the Trustee. Wherever reference is made in the Indenture to the authentication and delivery of Notes by the authenticating agent Trustee or to the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationsuch Authenticating Agent. Such authenticating agent Authenticating Agent shall at all times be a person eligible Person organized and doing business under the laws of the United States or of any State, authorized under such laws to serve as Trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $25,000,000, subject to Section 7.10supervision or examination by Federal or State authority. Any corporation Person into which any authenticating agent Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation or conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor of the authenticating agent hereunder, if such successor company is otherwise eligible under this Section, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor companyAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under in accordance with the provisions of this SectionSection 13.11, the Trustee shall promptly may appoint a successor authenticating agent (Authenticating Agent, which may shall be acceptable to the Trustee)Company, and shall give written notice of such appointment to the Company, and the Company and shall mail give notice of such appointment to all holders of Notes Notes. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as the names and addresses of such holders appear on the Note registerif originally named as Authenticating Agent herein. The Company agrees to pay to Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the authenticating agent from time to time reasonable compensation for its services. The provisions direction of Sections 7.3, 7.4, 7.5, 8.3 and this Section 16.14 shall be applicable to any authenticating agentthe Trustee.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing). The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.42.04, 2.52.05, 2.62.06, 2.7 2.07 and 3.33.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.109.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 17.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.39.02, 7.49.03, 7.5, 8.3 9.04 and 10.03 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.106.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 6.02, 7.4Section 6.03, 7.5Section 6.04, 8.3 Section 7.03 and this Section 16.14 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may shall upon Company request appoint an one or more authenticating agent that agents with respect to one or more series of Debt Securities which shall be authorized to act on its behalf and subject to its direction of the Trustee in the authentication and delivery authenticating Debt Securities of Notes such series in connection with the original issuance thereof and transfers and exchanges issue, delivery, registration of Notes hereundertransfer, including under Sections 2.4exchange, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by partial redemption or repayment of such Debt Securities. Wherever reference is made in this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes Debt Securities by the authenticating agent Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent shall must be deemed acceptable to satisfy the Company and must be a corporation organized and doing business under the laws of the United States or of any requirement hereunder State, having a combined capital and surplus of at least $1,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities or the equivalent foreign authority in the Notes for the Trustee’s certificate case of authentication. Such an authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.10who is not organized and doing business under the laws of the United States or of any State thereof or the District of Columbia. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor company is otherwise eligible under this Section, shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor companyauthenticating agent. Any An authenticating agent may at any time resign with respect to one or more series of Debt Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent with respect to one or more series of Debt Securities by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under in accordance with the provisions of this Section, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent (which may upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the Trustee), shall give written notice provisions of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerthis Section. The Company Trustee agrees to pay to the each authenticating agent from time to time reasonable compensation for its servicesservices under this Section, and the Trustee shall be entitled to be reimbursed for such payment, subject to the provisions of Section 607. The provisions of Sections 7.3104, 7.4111, 7.5306, 8.3 309, 603, 604, 605 and this Section 16.14 607 shall be applicable to any authenticating agent.. Pursuant to each appointment made under this Section, the Debt Securities of each series covered by such appointment may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Debt Securities, of the series designated herein, described in the within-mentioned Indenture. [______________________] By By Dated

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.6, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.07 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.106.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 6.02, 7.4Section 6.03, 7.5Section 6.04, 8.3 Section 7.03 and this Section 16.14 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company Successor Company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companySuccessor Company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.07 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 8.02, 7.4Section 8.03, 7.5Section 8.04, 8.3 Section 9.03 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection , the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.316.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 17.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.07 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.106.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 6.02, 7.4Section 6.03, 7.5Section 6.04, 8.3 Section 7.03 and this Section 16.14 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.04, 2.5Section 2.05, 2.6, 2.7 Section 2.06 and 3.3Section 2.07, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.106.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders Holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 6.02, 7.4Section 6.03, 7.5Section 6.04, 8.3 Section 7.03 and this Section 16.14 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. (a) The Trustee may appoint an one or more authenticating agent that agents with respect to the Notes which shall be authorized to act on its behalf and subject to its direction of the Trustee in authenticating the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges issuance, delivery, registration of Notes hereundertransfer, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though exchange or repayment of the authenticating agent had been expressly authorized by Notes. Whenever reference is made in this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationagent. Such Each authenticating agent shall at all times must be a person eligible acceptable to serve as Trustee hereunder pursuant to Section 7.10. the Issuer. (b) Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation institution succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor company is otherwise eligible under this Section, shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor company. Any authenticating agent. (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under this Sectionacceptable to the Trustee or the Issuer, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. d) The Company Issuer agrees to pay to the each authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 and services under this Section 16.14 shall be applicable 2.5; subject to any authenticating agentthe prior written consent of each Noteholder. (e) Pursuant to an appointment made under this Section 2.5, the Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the notes described in the Indenture. [Name of Authenticating Agent], 4140-8886-1733.4 as Authenticating Agent for the Trustee, By: Responsible Officer

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any 83 89 authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.42.04, 2.52.05, 2.62.06, 2.7 2.07 and 3.33.03, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 15.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.37.02, 7.47.03, 7.5, 8.3 7.04 and 8.03 and this Section 16.14 18.12 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may shall upon Company request appoint an one or more authenticating agent that agents (including, without limitation, the Company or any Affiliate thereof) with respect to one or more series of Debt Securities which shall be authorized to act on its behalf and subject to its direction of the Trustee in the authentication and delivery authenticating Debt Securities of Notes such series in connection with the original issuance thereof and transfers and exchanges issue, delivery, registration of Notes hereundertransfer, including under Sections 2.4exchange, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by partial redemption or repayment of such Debt Securities. Wherever reference is made in this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes Debt Securities by the authenticating agent Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent shall must be deemed acceptable to satisfy the Company and must be a corporation organized and doing business under the laws of the United States or of any requirement hereunder State, having a combined capital and surplus of at least $50,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities or the equivalent foreign authority in the Notes for the Trustee’s certificate case of authentication. Such an authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.10who is not organized and doing business under the laws of the United States or of any State thereof or the District of Columbia. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor company is otherwise eligible under this Section, shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor companyauthenticating agent. Any An authenticating agent may at any time resign with respect to one or more series of Debt Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent with respect to one or more series of Debt Securities by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under in accordance with the provisions of this Section, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent (which may upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if -69- 82 originally named as an authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the Trustee), shall give written notice provisions of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerthis Section. The Company Trustee agrees to pay to the each authenticating agent from time to time reasonable compensation for its servicesservices under this Section, and the Trustee shall be entitled to be reimbursed for such payment, subject to the provisions of Section 607. The provisions of Sections 7.3104, 7.4111, 7.5306, 8.3 309, 603, 604 and this Section 16.14 605 shall be applicable to any authenticating agent.. Pursuant to each appointment made under this Section, the Debt Securities of each series covered by such appointment may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Debt Securities, of the series designated herein, described in the within-mentioned Indenture. [_______________________________________________] By___________________________________________ As Authenticating Agent for the Trustee By___________________________________________ Authorized Officer ARTICLE SEVEN

Authenticating Agent. The Trustee at the sole expense of the Company may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.10. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation or other entity is otherwise eligible under this SectionSection 18.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. ​ The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 7.02, 7.4Section 7.03, 7.5Section 7.04, 8.3 Section 8.03 and this Section 16.14 18.12 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 18.12, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: __________________________ Authorized Officer

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, hereunder as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.1010.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation or other entity is otherwise eligible under this SectionSection 21.09, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 10.02, 7.4Section 10.03, 7.5Section 10.04, 8.3 Section 10.05 and this Section 16.14 21.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 21.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized Officer

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 and this Section 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. 81 Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating 129 139 agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its the Trustee’s behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee hereunder pursuant to Section 7.108.9. Any corporation Person into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company Person is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companyPerson. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Notes as the names and addresses of such holders Holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges conversions of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 and 3.3Section 2.07, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” "BY THE TRUSTEE" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.106.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent's fees to be unreasonable. The provisions of Sections 7.3Section 6.02, 7.4Section 6.03, 7.5Section 6.04, 8.3 Section 3.07 and this Section 16.14 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Upon the request of the Certificate Administrator, the Trustee may shall appoint an authenticating agent that shall be authorized Authenticating Agent, with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Notes the Certificates in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3Section 4.02, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Indenture and those Sections that Section to authenticate and deliver NotesCertificates. For all purposes of this IndentureAgreement, the authentication and delivery of Notes Certificates by the authenticating agent Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of such Notes “Certificates by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent Authenticating Agent shall at all times be a person eligible to serve as Person meeting the requirements for the Trustee hereunder pursuant to set forth in Section 7.1012.06, other than Section 12.06(iv). Any corporation or national banking association into which any authenticating agent Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent Authenticating Agent hereunder, if such successor company corporation or national banking association is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Authenticating Agent or such successor companycorporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyCertificate Administrator. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent appointed by it by giving written notice of termination to such authenticating agent Authenticating Agent and to the CompanyServicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), Authenticating Agent and shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Certificateholders as the their names and addresses of such holders appear on the Note registerCertificate Register. The Company Servicer agrees to pay to the authenticating agent Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 4.04 and this Section 16.14 12.03 shall be applicable to any authenticating agentAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.106.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail transmit notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 6.02, 7.4Section 6.03, 7.5Section 6.04, 8.3 Section 7.03 and this Section 16.14 16.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 and this Section 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.7, 15.2 and 3.3, 16.2 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. 81 The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 and this Section 16.14 shall be applicable to any authenticating agentRegister.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 19.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the 100 authenticating agent hereunder, if such successor company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 and this Section 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.316.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 17.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3, and 3.315.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders Holders of Notes as the names and addresses of such holders Holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.. 57 123

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Debentures as the names and addresses of such holders appear on the Note Debenture register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07 and 3.3Section 3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.06. The provisions of Sections 7.3Section 8.02, 7.4Section 8.03, 7.5Section 8.04, 8.3 Section 9.03 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture, and upon an appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 18.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee at the sole expense of the Company may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.10. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation or other entity is otherwise eligible under this SectionSection 18.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 7.02, 7.4Section 7.03, 7.5Section 7.04, 8.3 Section 8.03 and this Section 16.14 18.12 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 18.12, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. Authorized Officer

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.107.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation or other entity is otherwise eligible under this SectionSection 17.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 7.02, 7.4Section 7.03, 7.5Section 7.04, 8.3 Section 8.03 and this Section 16.14 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: ____________________ Authorized Signatory

Authenticating Agent. The So long as any Securities remain Outstanding, the Trustee may may, by an instrument in writing, appoint with the approval of the Company an authenticating agent that shall be authorized (the "Authenticating Agent") to act as the Trustee's agent on its behalf and subject to its direction in connection with the authentication and delivery of Notes in connection with Securities. Securities authenticated by such Authenticating Agent shall be entitled to the original issuance thereof and transfers and exchanges benefits of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate shall be valid and deliver Notes. For obligatory for all purposes of as if authenticated by such Trustee. Wherever reference is made in this Indenture, Indenture to the authentication and delivery of Notes Securities by the authenticating agent Trustee or to the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an Authenticating Agent and a certificate of authentication executed on behalf of the such Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationsuch Authenticating Agent. Such authenticating agent Authenticating Agent shall at all times be a person eligible corporation organized and doing business under the laws of the United States of America or of any State or of the District of Columbia, authorized under such laws to serve as exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of the Trustee hereunder pursuant to Section 7.10is not located in the Borough of Manhattan, The City of New York, the Authenticating Agent shall have its principal office and place of business in the Borough of Manhattan, The City of New York. Any corporation into which any authenticating agent Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor of the authenticating agent hereunder, if such successor company is otherwise eligible under this Section, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor companyAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under in accordance with the provisions of this SectionSection 7.14, the Trustee shall promptly upon Company Request appoint a successor authenticating agent (which may be the Trustee)Authenticating Agent, shall give written notice of such appointment to and the Company and shall mail provide notice of such appointment to all holders Holders of Notes Securities in the manner and to the extent provided in Section 14.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as the names and addresses of such holders appear on the Note registerif originally named as Authenticating Agent herein. The Company agrees to pay or to cause to be paid to the authenticating agent Authenticating Agent from time to time reasonable compensation for its services. The provisions Authenticating Agent shall have no responsibility or liability for any action taken by it as such in good faith at the direction of Sections 7.3, 7.4, 7.5, 8.3 and this Section 16.14 shall be applicable to any authenticating agentthe Trustee.

Authenticating Agent. (a) The Trustee may appoint an one or more authenticating agent that agents with respect to the Certificates which shall be authorized to act on its behalf and subject to its direction of the Trustee in authenticating the authentication and delivery of Notes Certificates in connection with the original issuance thereof and transfers and exchanges issuance, delivery, registration of Notes hereundertransfer, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully exchange or repayment of Certificates. Whenever reference is made in this Agreement to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes Certificates by the authenticating agent Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationagent. Such Each authenticating agent shall at all times must be a person eligible acceptable to serve as Trustee hereunder pursuant to Section 7.10. Seller and the Servicer. (b) Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation institution succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor company is otherwise eligible under this Section, shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor company. Any authenticating agent. (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanySeller. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent and to the CompanySeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under this Sectionacceptable to the Trustee or Seller or the Servicer, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent (which may upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee), shall give written notice of such appointment to Seller and the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. Servicer. (d) The Company Servicer agrees to pay to the each authenticating agent from time to time reasonable compensation for its servicesservices under this Section 6.8, and ----------- the Trustee shall be entitled to be reimbursed and Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5. ------------- (e) The provisions of Sections 7.311.1, 7.4, 7.5, 8.3 11.2 and this Section 16.14 11.3 shall be applicable ------------- ---- ---- to any authenticating agent. (f) Pursuant to an appointment made under this Section 6.8, the ----------- Certificates may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates described in the Pooling and Servicing Agreement. ------------------------------- as Authenticating Agent for the Trustee, By:---------------------------- Authorized Officer

Authenticating Agent. The Trustee may Agent shall appoint an authenticating agent (together with its successors, assigns and validly appointed replacements, the “Authenticating Agent”) that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 Section 2.08, Section 3.04 and 3.3, Section 7.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the TrusteeAgent” and a certificate of authentication executed on behalf of the Trustee Agent by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the TrusteeAgent’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.1011.08. The Agent initially appoints the Trustee as Authenticating Agent. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation or other entity is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Agent and to the Company. The Trustee Agent may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly Agent may appoint a successor authenticating agent (which may be the Trustee)agent, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 11.02, 7.4Section 11.03, 7.5Section 11.04, 8.3 Section 12.03 and this Section 16.14 14.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 Section 2.08 and 3.3Section 2.09, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.106.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 15.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 6.02, 7.4Section 6.03, 7.5Section 6.04, 8.3 Section 7.03 and this Section 16.14 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.42.04, 2.52.05, 2.62.06, 2.7 2.07 and 3.33.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.107.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 15.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and and, at the Company's expense, shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.37.03, 7.47.04, 7.57.05, 8.3 8.03 and this Section 16.14 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a 114 123 successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may Upon the request of the Issuer, the Note Administrator shall, and if the Note Administrator so chooses the Note Administrator may, pursuant to this Indenture and Credit Agreement, appoint an authenticating agent that shall be authorized one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and issuance, transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.6 and 3.38.5 hereof, as fully to all intents and purposes as though the authenticating agent each such Authenticating Agent had been expressly authorized by this Indenture and those such Sections to authenticate and deliver such Notes. For all purposes of this IndentureIndenture and Credit Agreement, the authentication and delivery of Notes by the authenticating agent an Authenticating Agent pursuant to this Section 2.12 shall be deemed to be the authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.10Note Administrator. Any corporation or banking association into which any authenticating agent Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent such Authenticating Agent hereunder, if such successor company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent such Authenticating Agent or such successor companycorporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Note Administrator, the Trustee and to the CompanyIssuer. The Trustee Note Administrator may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent, the Trustee and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee Note Administrator shall promptly appoint a successor authenticating agent (which may be the Trustee), Authenticating Agent and shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerIssuer. The Company Note Administrator agrees to pay to the authenticating agent each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Note Administrator shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of Sections 7.32.9, 7.4, 7.5, 8.3 6.4 and this Section 16.14 6.5 hereof shall be applicable to any authenticating agentAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee hereunder pursuant to Section 7.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the 70 Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 and this Section 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders Holders of Notes as the names and addresses of such holders Holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Upon the request of the Trust Administrator, the Trustee may shall appoint an authenticating agent that shall be authorized Authenticating Agent, with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Notes the Certificates in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3Section 4.02, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Indenture and those Sections that Section to authenticate and deliver NotesCertificates. For all purposes of this IndentureAgreement, the authentication and delivery of Notes Certificates by the authenticating agent Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of such Notes “Certificates by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent Authenticating Agent shall at all times be a person eligible to serve as Person meeting the requirements for the Trustee hereunder pursuant to set forth in Section 7.1012.06, other than Section 12.06(iv). Any corporation or national banking association into which any authenticating agent Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent Authenticating Agent hereunder, if such successor company corporation or national banking association is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Authenticating Agent or such successor companycorporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyTrust Administrator. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent appointed by it by giving written notice of termination to such authenticating agent Authenticating Agent and to the CompanyServicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), Authenticating Agent and shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Certificateholders as the their names and addresses of such holders appear on the Note registerCertificate Register. The Company Servicer agrees to pay to the authenticating agent Authenticating Agent from time to time reasonable compensation for its services. The provisions of Sections 7.3, 7.4, 7.5, 8.3 4.04 and this Section 16.14 12.03 shall be applicable to any authenticating agentAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.42.04, 2.52.05, 2.62.06, 2.7 2.07 and 3.34.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 17.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.02, 7.48.03, 7.5, 8.3 8.04 and 9.03 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.3Section 8.02, 7.4Section 8.03, 7.5Section 8.04, 8.3 Section 9.03 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.08 and 3.3Section 2.09, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. 106 Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent's fees to be unreasonable. The provisions of Sections 7.3Section 8.02, 7.4Section 8.03, 7.5Section 8.04, 8.3 Section 9.03 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.42.04, 2.52.06, 2.62.07, 2.7 2.08 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.107.09. Any corporation into which any authenticating agent may be merged or converted exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company Issuer and shall mail notice of such appointment of a successor authenticating agent to all holders Holders of Notes as the names and addresses of such holders Holders appear on the Note registerRegister. The Company Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.37.02, 7.47.03, 7.5, 8.3 7.04 and 8.03 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices although the Company may terminate the authenticating agent, if it determines such agent's fees to be unreasonable. The provisions of Sections 7.3Section 8.02, 7.4Section 8.03, 7.5Section 8.04, 8.3 Section 9.03 and this Section 16.14 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee hereunder pursuant to Section 7.108.9. Any corporation Person into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor 122 of the authenticating agent hereunder, if such successor company Person is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companyPerson. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Notes as the names and addresses of such holders Holders appear on the Note registerRegister. The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf behalf, and subject to its direction direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection , the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its servicesservices as shall be agreed upon in writing between the Company and the authenticating agent. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as Trustee trustee hereunder pursuant to Section 7.108.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor company corporation is otherwise eligible under this SectionSection 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor companycorporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Company Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its servicesservices (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.38.2, 7.48.3, 7.58.4, 8.3 9.3 and this Section 16.14 16.11 shall be applicable to any authenticating agent.