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 2.04, 2.06, 2.07, 2.08 and 3.04, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 Issuer 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 Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.06, 2.07, 2.08 and 3.043.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental 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 7.097.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental 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 Issuer 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 Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.06, 2.07, 2.08 and 3.043.03 hereof, 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 7.097.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the 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 Issuer 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 Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Upon the request of the Servicer, the Trustee may shall appoint an authenticating agent that shall be authorized Authenticating Agent, initially, Marine Midland Bank, with power to act on its behalf, the Trustee's behalf and subject to its direction, 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 2.04, 2.06, 2.07, 2.08 and 3.04Section 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 trustee hereunder pursuant to meeting the requirements for the Trustee set forth in Section 7.0912.06. Any corporation or national banking association into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or exchange 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 corporation or national banking association is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerServicer. 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 IssuerServicer. 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 either promptly appoint a successor authenticating agent or itself assume the duties Authenticating Agent 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 Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Certificateholders as the their names and addresses of such Holders appear on the Certificate Register. The Issuer Servicer agrees to pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.02, 7.03, 7.04 4.04 and 8.03 and this Section 16.11 12.03 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent.

Authenticating Agent. The (a) There may be one or more Authenticating Agents appointed by the Trustee may appoint an authenticating agent that shall be authorized with the written consent of the Company, with power to act on its behalf, behalf and subject to its direction, the direction of the Trustee in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 2.08, 2.13, 3.03, and 3.0413.04 hereof, as fully to all intents and purposes as though the authenticating agent such Authenticating Agents 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 any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes “"by the Trustee” and ." Any such Authenticating Agent shall be a certificate of authentication executed on behalf bank or trust company or other Person of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or character and qualifications set forth 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 7.09. 9.09 hereof. (b) Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 corporation is otherwise eligible under this Section 16.119.15, 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 corporation. . (c) Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 SectionSection 9.15, the Trustee shall either promptly may, with the written consent of the Company, appoint a successor authenticating agent or itself assume the duties Authenticating Agent, and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, so doing shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail mail, in the manner provided in Section 15.10, notice of such appointment of a successor authenticating agent to all the Holders of Notes as the names and addresses of such Holders appear on the Register. Notes. (d) The Issuer Trustee agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as services, and the Trustee shall be agreed upon entitled to be reimbursed for such payments, in writing between the Issuer accordance with Section 9.06 hereof. (e) Sections 9.02, 9.03, 9.06, 9.07 and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 9.09 hereof shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating 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 2.04, 2.06, 2.07, 2.08 and 3.043.03, 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 eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 Issuer 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 Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 person eligible to serve as trustee hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 Section 2.04, Section 2.06, Section 2.07, Section 2.08 and 3.04Section 3.03 hereof, 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 7.097.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the 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 Issuer 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 Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections Section 7.02, Section 7.03, Section 7.04 and Section 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.06, 2.07, 2.08 and 3.043.03, 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 eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 16.1116.12, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 Issuer 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 Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 16.12 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08 and Section 3.04, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.098.10. The Trustee will give notice to the Company of any such appointment. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1116.14, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02Section 8.02, 7.03Section 8.04, 7.04 Section 8.05 and 8.03 Section 9.03 and this Section 16.11 16.14 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The (a) There may be one or more Authenticating Agents appointed by the Trustee may appoint an authenticating agent that shall be authorized with the written consent of the Company, with power to act on its behalf, behalf and subject to its direction, the direction of the Trustee in the authentication and delivery of Notes Securities in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.6, 2.062.7, 2.072.8, 2.08 2.13, 3.3, and 3.0412.4 hereof, as fully to all intents and purposes as though the authenticating agent such Authenticating Agents had been expressly authorized by this Indenture and those Sections to authenticate and deliver NotesSecurities. For all purposes of this Indenture, the authentication and delivery of Notes Securities by the authenticating agent any Authenticating Agent pursuant to this Section 8.15 shall be deemed to be the authentication and delivery of such Notes “Securities "by the Trustee” and ." Any such Authenticating Agent shall be a certificate of authentication executed on behalf bank or trust company or other Person of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or character and qualifications set forth 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 7.09. 8.9 hereof. (b) Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 corporation is otherwise eligible under this Section 16.118.15, 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 corporation. . (c) Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 SectionSection 8.15, the Trustee shall either promptly may, with the written consent of the Company, appoint a successor authenticating agent or itself assume the duties Authenticating Agent, and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, so doing shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail mail, in the manner provided in Section 14.10, notice of such appointment of a successor authenticating agent to all the Holders of Notes as the names and addresses of such Holders appear on the Register. Securities. (d) The Issuer Trustee agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as services, and the Trustee shall be agreed upon entitled to be reimbursed for such payments, in writing between the Issuer accordance with Section 8.6 hereof. (e) Sections 8.2, 8.3, 8.6, 8.7 and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 8.9 hereof shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent.

Authenticating Agent. So long as any Securities remain Outstanding, if the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The Trustee may appoint City of New York, or otherwise upon an Issuer Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Issuer shall be authorized elect, by the Trustee to act as its agent on its behalf, behalf and subject to its direction, 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 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate 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 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 Authenticating Agent and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such 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 trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $20,000,000 and subject to Section 7.09supervision or examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of the Trustee is 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 exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11, 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 corporationAuthenticating 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 Issuer. 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 Issuer. 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 either promptly upon Issuer Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, Issuer shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securities in the manner and to the extent provided in Section 13.4. 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 Registerif originally named as Authenticating Agent herein. The Issuer agrees to pay or to cause to be paid to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. 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 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itTrustee.

Authenticating Agent. The Upon the request of the Servicer, the Trustee may shall appoint an authenticating agent that shall be authorized Authenticating Agent, initially, HSBC Bank USA, with power to act on its behalf, the Trustee's behalf and subject to its direction, 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 2.04, 2.06, 2.07, 2.08 and 3.04Section 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 trustee hereunder pursuant to meeting the requirements for the Trustee set forth in Section 7.0912.06. Any corporation or national banking association into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or exchange 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 corporation or national banking association is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerServicer. 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 IssuerServicer. 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 either promptly appoint a successor authenticating agent or itself assume the duties Authenticating Agent 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 Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Certificateholders as the their names and addresses of such Holders appear on the Certificate Register. The Issuer Servicer agrees to pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.02, 7.03, 7.04 4.04 and 8.03 and this Section 16.11 12.03 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall Authenticating Agent to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and the Servicer and must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in a state and city acceptable to the Depositor and the Servicer, having a combined capital and surplus of at least $_________, authorized under such laws to act on its behalf, do a trust business and subject to its direction, in supervision or examination by federal or state authorities. The Trustee shall serve as the authentication initial Authenticating Agent and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09hereby accepts such appointment. Any corporation into which any authenticating agent the Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent the Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agentthe Authenticating Agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the authenticating agent or such successor corporationAuthenticating Agent. Any authenticating agent The Authenticating Agent may at any time resign by giving at least ___ days' advance written notice of resignation to the Trustee Trustee, the Depositor, the Special Servicer and to the IssuerServicer. The Trustee may at any time terminate the agency of any authenticating agent the Authenticating Agent by giving written notice of termination to such authenticating agent the Authenticating Agent, the Depositor, the Special Servicer and to the IssuerServicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent the Authenticating Agent shall cease to be eligible under in accordance with the provisions of this SectionSection 8.11, the Trustee promptly shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Indenture andAuthenticating Agent, upon such appointment of a successor authenticating agent, if made, which shall give written notice of such appointment of a successor authenticating agent be acceptable to the Issuer Servicer and the Depositor, and shall mail notice of such appointment of a successor authenticating agent to all Holders Certificateholders. Any successor Authenticating Agent upon acceptance of Notes its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the names and addresses provisions of such Holders appear on the Registerthis Section 8.11. The Issuer 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 such reasonable compensation for its services as shall be agreed upon in writing between direction of the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agentTrustee. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as shall pay the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent reasonable compensation from its own funds.

Authenticating Agent. The Trustee may appoint an authenticating agent that Authenticating Agent for the Securities of each series which shall be authorized acceptable to the Company, to act on behalf of such Trustee and subject to its behalfdirection in connection with the authentication of the Securities of such series. Each Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.14 the combined capital and surplus of such corporation shall be deemed to be its direction, combined capital and surplus as set forth in its most recent report of condition so published. Securities of any series authenticated by the Authenticating Agent for the Securities of such series shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee for the Securities of such series. Whenever reference is made in this Indenture to the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges Securities of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, 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 any series by the authenticating agent Trustee or such Trustee’s certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of the Trustee by the Authenticating Agent for the Securities of such Notes “by the Trustee” series 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 7.09such Authenticating Agent. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 Authenticating Agent with respect to the Securities of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, all series for which it served as 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 corporationAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent for the Securities of any series by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerCompany. 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 8.14, with respect to the Securities of one or more or all series, the Trustee promptly shall either promptly appoint a successor authenticating agent or itself assume Authenticating Agent which shall be acceptable to the duties Company, and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, doing so shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes the Securities of such series as the names and addresses of such Holders appear on upon the Securities Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder with like effect as if originally appointed as Authenticating Agent hereunder. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14. The Issuer Trustee agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointmentservices, and the Issuer hereby confirms that Trustee shall be entitled to be reimbursed for such appointment is acceptable payments subject to itthe provisions of Section 8.07 hereof.

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 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.043.08, 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 hereunder pursuant to Section 7.098.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1116.12, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 9.03 and this Section 16.11 19.12 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.043.05, 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 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 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.099.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1118.10, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 10.03 and this Section 16.11 18.10 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05, 3.06, 3.10 and 3.0415.02, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.098.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1119.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 9.03 and this Section 16.11 19.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that If the Company so requests, there shall be authorized an Authenticating Agent appointed by the Trustee with power to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes any series of Securities in connection with the original issuance exchange or registration of transfer thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Indenture and those the relevant Sections hereof to authenticate and deliver Notes. For such series of Securities, and such series of Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such series of Securities by the authenticating agent Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of such Notes “series of Securities "by the Trustee” and a certificate ." Notwithstanding anything to the contrary contained in Section 2.04, or in any other Section hereof, all authentication in connection with exchange or registration of authentication executed on behalf of transfer thereof shall be effected either by the Trustee by or 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 and such Authenticating Agent shall at all times be a Person corporation organized and doing business under the laws of the United States or of any State, with a combined capital and surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible to serve as trustee hereunder in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 7.09the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeAuthenticating Agent, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes the Securities as the names and addresses of such Holders appear on the Registerregister of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Issuer Company agrees to that it will pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.02, 7.03, 7.03 and 7.04 shall bind and 8.03 inure to the benefit of any Authenticating Agent to the same extent that they bind and this Section 16.11 shall be applicable inure to any authenticating agentthe benefit of the Trustee. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such If an appointment is acceptable made pursuant to it.this Section, the Securities may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities referred to in the within mentioned Indenture. as Trustee By______________________________________ As Authenticating Agent By______________________________________ Authorized Signatory ARTICLE EIGHT DISCHARGE OF INDENTURE

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 Section 2.04, Section 2.06, Section 2.07, Section 2.08 and 3.04Section 3.03 hereof, 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 7.097.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 16.1117.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 17.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the 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 Issuer 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 Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections Section 7.02, Section 7.03, Section 7.04 and Section 8.03 hereof and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.043.06, 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 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 hereunder pursuant to Section 7.098.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Debentureholders as the names and addresses of such Holders Debentureholders appear on the RegisterDebenture register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.043.02, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1115.12, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 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 RegisterNote register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 15.12 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 7.097.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation company is otherwise eligible under this Section 16.11Section, 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 corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.027.3, 7.037.4, 7.04 and 8.03 7.5, 8.3 and this Section 16.11 16.14 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent (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 2.04, 2.06, 2.07, 2.08 and 3.043.03 hereof, 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 7.097.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerMAALP. 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 IssuerMAALP. 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 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the 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 Issuer MAALP 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 Issuer MAALP agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer MAALP and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that If the Company so requests, there shall be authorized an Authenticating Agent appointed by the Trustee with power to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes any series of Securities in connection with the original issuance exchange or registration of transfer thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Indenture and those the relevant Sections hereof to authenticate and deliver Notes. For such series of Securities, and such series of Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such series of Securities by the authenticating agent Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of such Notes “series of Securities "by the Trustee” and a certificate ." Notwithstanding anything to the contrary contained in Section 2.04, or in any other Section hereof, all authentication in connection with exchange or registration of authentication executed on behalf of transfer thereof shall be effected either by the Trustee by or 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 and such Authenticating Agent shall at all times be a Person corporation organized and doing business under the laws of the United States or of any State, with a combined capital and surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible to serve as trustee hereunder in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 7.09the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeAuthenticating Agent, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes the Securities as the names and addresses of such Holders appear on the Registerregister of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Issuer Company agrees to that it will pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.02, 7.03, 7.03 and 7.04 shall bind and 8.03 inure to the benefit of any Authenticating Agent to the same extent that they bind and this Section 16.11 shall be applicable inure to any authenticating agentthe benefit of the Trustee. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such If an appointment is acceptable made pursuant to it.this Section, the Securities may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities referred to in the within mentioned Indenture. as Trustee By ------------------------------------- As Authenticating Agent By ------------------------------------- Authorized Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent that If the Company so requests, there shall be authorized an Authenticating Agent appointed by the Trustee with power to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes any series of Securities in connection with the original issuance exchange or registration of transfer thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Indenture and those the relevant Sections hereof to authenticate and deliver Notes. For such series of Securities, and such series of Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee hereunder, and for all purposes of this Indenture, the authentication and delivery of Notes such series of Securities by the authenticating agent Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of such Notes “series of Securities "by the Trustee” and a certificate ." Notwithstanding anything to the contrary contained in Section 2.04, or in any other Section hereof, all authentication in connection with exchange or registration of authentication executed on behalf of transfer thereof shall be effected either by the Trustee by or 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 and such Authenticating Agent shall at all times be a Person corporation organized and doing business under the laws of the United States or of any State, with a combined capital and surplus of at least $5,000,000 and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority. If at any time an Authenticating Agent shall cease to be eligible to serve as trustee hereunder in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 7.09the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeAuthenticating Agent, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes the Securities as the names and addresses of such Holders appear on the Registerregister of Securities, and shall publish notices of such appointment at least once in a newspaper of general circulation in the place where such successor Authenticating Agent has its principal office. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee that: it will perform and carry out the duties of an Authenticating Agent as herein set forth, including, without limitation, the duties to authenticate and deliver the Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will furnish from time to time, as requested by the Trustee, appropriate records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee such other information and reports as the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent under this Section and will notify the Trustee promptly if it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of any act or failure to act of the Authenticating Agent but it shall have no liability for any action taken by it at the specific written direction of the Trustee. The Issuer Company agrees to that it will pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.02, 7.03, 7.03 and 7.04 shall bind and 8.03 inure to the benefit of any Authenticating Agent to the same extent that they bind and this Section 16.11 shall be applicable inure to any authenticating agentthe benefit of the Trustee. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such If an appointment is acceptable made pursuant to it.this Section, the Securities may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities referred to in the within mentioned Indenture. as Trustee By ____________________________________ As Authenticating Agent By ____________________________________ Authorized Signatory ARTICLE EIGHT DISCHARGE OF INDENTURE

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 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.043.05, 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 eligible to serve as trustee hereunder pursuant to Section 7.098.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 person eligible to serve as trustee Trustee hereunder pursuant to Section 7.097.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation company is otherwise eligible under this Section 16.11Section, 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 corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.027.3, 7.037.4, 7.04 and 8.03 7.5, 8.3 and this Section 16.11 16.13 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 3.02, and 3.0414.02, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.097.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 12.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that Authenticating Agent for the Securities of each series which shall be authorized acceptable to the Company, to act on behalf of such Trustee and subject to its behalfdirection in connection with the authentication of the Securities of such series. Each Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.14 the combined capital and surplus of such corporation shall be deemed to be its direction, combined capital and surplus as set forth in its most recent report of condition so published. Securities of any series authenticated by the Authenticating Agent for the Securities of such series shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee for the Securities of such series. Whenever reference is made in this Indenture to the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges Securities of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, 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 any series by the authenticating agent Trustee or such Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of the Trustee by the Authenticating Agent for the Securities of such Notes “by the Trustee” series 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 7.09such Authenticating Agent. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor Authenticating Agent with respect to the Securities of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, all series for which it served as 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 corporationAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent for the Securities of any series by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerCompany. 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 8.14, with respect to the Securities of one or more or all series, the Trustee promptly shall either promptly appoint a successor authenticating agent or itself assume Authenticating Agent which shall be acceptable to the duties Company, and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, doing so shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes the Securities of such series as the names and addresses of such Holders appear on upon the Securities Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder with like effect as if originally appointed as Authenticating Agent hereunder. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.14. The Issuer Company agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.ARTICLE NINE

Authenticating Agent. So long as any Securities of a series remain outstanding, if the Trustee ceases to maintain a corporate trust facility in the Borough of Manhattan, The Trustee may appoint City of New York, New York, or otherwise upon an Issuer Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Issuer shall be authorized elect, by the Trustee for such series of Securities to act as its agent on its behalf, behalf and subject to its direction, direction in connection with the authentication and delivery of Notes in connection with each series of Securities for which it is serving as Trustee. Securities of each such series authenticated by such Authenticating Agent shall be entitled to the original issuance thereof and transfers and exchanges benefits of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate 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 of any series by the authenticating agent Trustee for such series or to the Trustee's Certificate of Authentication, such reference shall be deemed to be include authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee for such series except by way of original issuance by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Authenticating Agent for the Trustee’s certificate such series and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such 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, authorized under such laws to serve as trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $10,000,000 and subject to Section 7.09supervision or examination by Federal or state authority. If the Trustee does not maintain a corporate trust facility in the Borough of Manhattan, The City of New York, New York, the Authenticating Agent shall have its principal office and place of business in the Borough of Manhattan, The City of New York, New York. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 Authenticating Agent with respect to all series of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Securities for which it served as 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 for such series or such successor corporationAuthenticating 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 applicable Trustee and to the Issuer. The Trustee for any series of Securities may at any time terminate the agency of any authenticating agent Authenticating Agent for such series by giving written notice of termination to such authenticating agent Authenticating Agent and to the Issuer. 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 with respect to one or more or all series of Securities, the Trustee for such series shall either promptly upon Issuer Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, Issuer shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses Securities of such Holders appear on series or any Coupons appertaining thereto in the Registermanner and to the extent provided in Section 13.4. 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 if originally named as Authenticating Agent herein. The Issuer Trustee for the Securities of such series agrees to pay to the authenticating agent Authenticating Agent for such series from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointmentservices, and the Issuer hereby confirms that Trustee shall be entitled to be reimbursed for such appointment is acceptable payment subject to itthe provisions of Section 7.6. The Authenticating Agent for the Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.04Section 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 hereunder pursuant to Section 7.096.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 Section 6.04, Section 7.03 and this Section 16.11 15.10 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. So long as any Securities remain Outstanding, if the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The Trustee may appoint City of New York, or otherwise upon an Company Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Company shall be authorized elect, by the Trustee to act as its agent on its behalf, behalf and subject to its direction, 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 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate 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 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 Authenticating Agent and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such 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 trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $20,000,000 and subject to Section 7.09supervision or examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of the Trustee is 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 exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11, 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 corporationAuthenticating 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 IssuerCompany. 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 IssuerCompany. 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 either promptly upon Company Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, Company shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securities in the manner and to the extent provided in Section 13.4. 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 Registerif originally named as Authenticating Agent herein. The Issuer Company agrees to pay or to cause to be paid to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. 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 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itTrustee.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, 15.2 and 3.0416.2, 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 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1117.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the duties and obligations of the former authenticating agent under this Indenture andIndenture, 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 Issuer 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 RegisterNote register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 person eligible to serve as trustee hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.043.06, 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 hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.06, 2.07, 2.08 and 3.04, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 Issuer 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 Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.043.6, 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 person eligible to serve as trustee hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.043.05, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1115.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 and this Section 16.11 15.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 Securities in connection with the original issuance thereof and transfers and exchanges of Notes Securities hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 14.03 and 3.0414.05, 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 NotesSecurities. For all purposes of this Indenture, the authentication and delivery of Notes Securities by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Securities "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 Securities 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 7.096.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1113.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securityholders as the names and addresses of such Holders Securityholders appear on the Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.026.02, 7.036.03, 7.04 6.04 and 8.03 7.03 and this Section 16.11 13.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.043.5, 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 hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.043.5, 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 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 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.097.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1114.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the duties and obligations of the former authenticating agent under this Indenture andIndenture, 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 Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon (to the extent pre-approved by the Company in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointmentwriting), and the Issuer hereby confirms that Trustee shall be entitled to be reimbursed for such appointment is acceptable pre-approved payments, subject to itSection 7.6.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 person eligible to serve as trustee hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. (a) The Trustee may appoint one or more Authenticating Agents (each, an authenticating agent that "Authenticating Agent") with respect to the Certificates of any Series which shall be authorized to act on its behalf, and subject to its direction, behalf of the Trustee in the authentication and delivery of Notes authenticating such Certificates in connection with the original issuance thereof issuance, delivery and transfers and exchanges registration of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, as fully transfer or exchange of such 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 Authenticating Agent. Each Authenticating Agent must be deemed acceptable to satisfy any requirement hereunder or in the Notes for Depositor and the Trustee’s certificate Administrator, if any. Notwithstanding anything contained herein to the contrary, the appointment of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder an Authenticating Agent pursuant to this Section 7.09. 5.15 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement. (b) Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation institution succeeding to the corporate trust agency business of any authenticating agent, Authenticating Agent shall continue to be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, an Authenticating Agent without the execution or filing of any paper power or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationAuthenticating Agent. Any authenticating agent An Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerDepositor. The Trustee may at any time terminate the agency of any authenticating agent an Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerDepositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent an Authenticating Agent shall cease to be eligible under this Sectionacceptable to the Trustee or the Depositor, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume Authenticating Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties and obligations 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 former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agentAdministrator, if madeany, shall give written notice of such appointment of a successor authenticating agent to and the Issuer 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 RegisterDepositor. The Issuer Trustee agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentunder this Section. The provisions of Sections 7.028.1, 7.03, 7.04 8.2 and 8.03 and this Section 16.11 8.3 shall be applicable to any authenticating agentAuthenticating Agent. (c) Pursuant to an appointment made under this Section 5.15, 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 Trust Agreement and the related Series Supplement. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. _________________________________ as the authenticating agent Authenticating Agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointmentTrustee, and the Issuer hereby confirms that such appointment is acceptable to it.By________________________________ Authorized Signatory

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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.043.08, 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 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 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.098.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1116.12, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 9.03 and this Section 16.11 16.12 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.043.5, 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 hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04Section 4.12, 2.06, 2.07, 2.08 Section 4.16 and 3.04, Section 11.04 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.098.09. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange 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 corporation or other entity is otherwise eligible under this Section 16.1117.10, 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 corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 17.10, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 Section 8.04, Section 9.03 and this Section 16.11 17.10 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the If an authenticating agent for is appointed pursuant to this Section 17.10, the NotesNotes 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. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.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 2.04, 2.06, 2.07, 2.08 and 3.043.05, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 Issuer 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 Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 person eligible to serve as trustee Trustee hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation Successor Company is otherwise eligible under this Section 16.11Section, 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 corporationSuccessor Company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as services, and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent Authenticating Agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of one or more series of Senior Notes in connection with the original issuance thereof and transfers and exchanges of Senior Notes of such series hereunder, including under Sections 2.04Article Two, 2.06, 2.07, 2.08 Article Three and 3.04Article Eleven, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver NotesSenior Notes of such series. For all purposes of this Indenture, the authentication and delivery of Senior Notes of such series by the authenticating agent Authenticating Agent shall be deemed to be authentication and delivery of such Senior Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Senior Notes of such series for the Trustee’s certificate of authentication. Such authenticating agent Authenticating Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09609. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.111610, 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 corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 SectionSection 1610, the Trustee shall either promptly appoint a successor authenticating agent Authenticating Agent or itself assume the duties and obligations of the former authenticating agent Authenticating Agent under this Indenture and, upon such appointment of a successor authenticating agentAuthenticating Agent, if made, shall give written notice of such appointment of a successor authenticating agent Authenticating Agent to the Issuer and and, at the Issuer’s expense, shall mail notice of such appointment of a successor authenticating agent Authenticating Agent to all Holders holders of Senior Notes of the series with respect to which such appointment shall apply as the names and addresses of such Holders appear on the Security Register. The Issuer agrees to pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentAuthenticating Agent. The provisions of Sections 7.02306, 7.03603, 7.04 and 8.03 604, 605 and this Section 16.11 1610 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.043.5, 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 hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.04Section 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 hereunder pursuant to Section 7.096.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 Section 6.04, Section 7.03 and this Section 16.11 15.10 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 18.10 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.06, 2.07, 2.08 and 3.043.03, 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 eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 Issuer 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 Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.0414.02, 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 eligible to serve as trustee hereunder pursuant to Section 7.097.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 12.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.0414.02, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.097.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 12.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.043.06, 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 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 hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Debentures as the names and addresses of such Holders appear on the Debenture Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04Article 2, 2.06, 2.07, 2.08 Section 11.04 and 3.04, Section 16.04 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.098.09. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange 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 corporation or other entity is otherwise eligible under this Section 16.11Section, 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 corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the If an authenticating agent for is appointed pursuant to this Section, the NotesNotes 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. Deutsche Bank Luxembourg S.A. hereby accepts such appointmentBy: , and the Issuer hereby confirms that such appointment is acceptable to it.Authorized Signatory

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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.043.05, 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 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 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.099.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1117.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 10.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.043.01, 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 7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1115.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 and this Section 16.11 15.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.0416.2, 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 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1117.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.04Section 2.05, Section 2.06, Section 2.07, 2.08 and 3.04Section 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 hereunder pursuant to Section 7.096.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 Section 6.04, Section 7.03 and this Section 16.11 15.10 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.04Section 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 hereunder pursuant to Section 7.098.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 and 3.043.02, 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 eligible to serve as trustee hereunder pursuant to Section 7.097.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 12.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.04Section 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 hereunder pursuant to Section 7.096.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 Section 6.04, Section 7.03 and this Section 16.11 15.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 person eligible to serve as trustee hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon (to the extent pre-approved by the Company in writing between the Issuer and the authenticating agentwriting). The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.043.05, 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 eligible to serve as trustee hereunder pursuant to Section 7.099.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1117.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 10.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.043.05, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 16.1115.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 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 Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 15.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.06, 2.07, 2.08 and 3.043.03 hereof, 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 7.097.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 16.1117.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 17.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the 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 Issuer 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 Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The (a) There may be one or more Authenticating Agents appointed by the Trustee may appoint an authenticating agent that shall be authorized with the written consent of the Company, with power to act on its behalf, behalf and subject to its direction, the direction of the Trustee in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 2.08, 2.13, 3.03, and 3.0413.04 hereof, as fully to all intents and purposes as though the authenticating agent such Authenticating Agents 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 any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes “"by the Trustee” and ." Any such Authenticating Agent shall be a certificate of authentication executed on behalf bank or trust company or other Person of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or character and qualifications set forth 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 7.09. 9.09 hereof. (b) Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 corporation is otherwise eligible under this Section 16.119.15, 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 corporation. . (c) Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 SectionSection 9.15, the Trustee shall either promptly may, with the written consent of the Company, appoint a successor authenticating agent or itself assume the duties Authenticating Agent, and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, so doing shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail mail, in the manner provided in Section 15.10, notice of such appointment of a successor authenticating agent to all the Holders of Notes as the names and addresses of such Holders appear on the Register. Notes. (d) The Issuer Trustee agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as services, and the Trustee shall be agreed upon entitled to be reimbursed for such payments, in writing between the Issuer accordance with Section 9.06 hereof. 63 (e) Sections 9.02, 9.03, 9.06, 9.07 and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 9.09 hereof shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall Authenticating Agent to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and the Master Servicer and must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in a state and city acceptable to the Depositor and the Master Servicer, having a combined capital and surplus of at least $15,000,000, authorized under such laws to act on its behalf, do a trust business and subject to its direction, in supervision or examination by federal or state authorities. The Trustee shall serve as the authentication initial Authenticating Agent and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, 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 certificate of authenticationhereby accepts such appointment. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. 202 Any corporation into which any authenticating agent the Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent the Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agentthe Authenticating Agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the authenticating agent or such successor corporationAuthenticating Agent. Any authenticating agent The Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee Trustee, the Depositor, each Special Servicer and to the IssuerMaster Servicer. The Trustee may at any time terminate the agency of any authenticating agent the Authenticating Agent by giving written notice of termination to such authenticating agent the Authenticating Agent, the Depositor, each Special Servicer and to the IssuerMaster Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent the Authenticating Agent shall cease to be eligible under in accordance with the provisions of this SectionSection 8.11, the Trustee promptly shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Indenture andAuthenticating Agent, upon such appointment of a successor authenticating agent, if made, which shall give written notice of such appointment of a successor authenticating agent be acceptable to the Issuer Master Servicer and the Depositor, and shall mail notice of such appointment of a successor authenticating agent to all Holders Certificateholders. Any successor Authenticating Agent upon acceptance of Notes its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the names and addresses provisions of such Holders appear on the Registerthis Section 8.11. The Issuer 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 such reasonable compensation for its services as shall be agreed upon in writing between direction of the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agentTrustee. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as shall pay the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent reasonable compensation from its own funds.

Authenticating Agent. The Trustee An Authenticating Agent 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 2.04, 2.06, 2.07, 2.08 and 3.04, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and and, if other than the Company, to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent an Authenticating Agent by giving written notice of termination thereof to such authenticating agent and Authenticating Agent and, if other than the Company, to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent such Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section, the Trustee shall either promptly Trustee, with the approval of the Company, may appoint a successor authenticating agent or itself assume Authenticating Agent which shall be acceptable to the duties Company and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give mail written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent by first-class mail, postage prepaid, to all Holders of Notes Securities of the series with respect to which such Authenticating Agent will serve, as the their names and addresses of such Holders appear on in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Issuer Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the authenticating agent request of the Company from time to time such time) reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and under this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointmentSection, and the Issuer hereby confirms that Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is acceptable made pursuant to it.this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: As Authenticating Agent Dated: By: Authorized Signatory ARTICLE SEVEN SECURITYHOLDERS' LISTS AND REPORTS BY TRUSTEE, GUARANTOR AND COMPANY Section 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS. The Company will furnish or cause to be furnished to the Trustee

Authenticating Agent. The Trustee may appoint an authenticating agent that Authenticating Agent which shall be authorized to act on its behalfbehalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer, or partial redemption or pursuant to Article 12, and subject Securities so authenticated shall be entitled to its direction, the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, 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 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 Authenticating Agent. Each Authenticating Agent shall be deemed acceptable to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent Company and shall at all times be a Person eligible corporation organized and doing business under the laws of the United States, any State thereof the District of Columbia, having a combined capital and surplus of at least $25,000,000, authorized under such laws to serve as trustee hereunder exercise corporate trust powers and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or the requirements of such supervising or examining authority, then for the purposes of this Section 7.09the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent Authenticating Agent. shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, Authenticating Agent shall continue to be the successor of the authenticating agent an Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee, such Authenticating Agent or such successor corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination thereof to such authenticating agent Authenticating Agent and to the IssuerCompany. 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 either promptly may appoint a successor authenticating agent or itself assume Authenticating Agent acceptable to the duties Company, and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, thereupon shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securities as the names and addresses of such Holders appear on the Security Register. The Issuer Trustee agrees to pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and under this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointmentIndenture, and the Issuer hereby confirms that Trustee shall be entitled to be reimbursed for such appointment is acceptable payments, subject to itthe provisions of Section 607.

Authenticating Agent. The (a) There may be one or more Authenticating Agents appointed by the Trustee may appoint an authenticating agent that shall be authorized with the written consent of the Company, with power to act on its behalf, behalf and subject to its direction, the direction of the Trustee in the authentication and delivery of Notes Securities in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.6, 2.062.7, 2.072.8, 2.08 2.13, 3.3, and 3.0412.4 hereof, as fully to all intents and purposes as though the authenticating agent such Authenticating Agents had been expressly authorized by this Indenture and those Sections to authenticate and deliver NotesSecurities. For all purposes of this Indenture, the authentication and delivery of Notes Securities by the authenticating agent any Authenticating Agent pursuant to this Section 8.15 shall be deemed to be the authentication and delivery of such Notes Securities “by the Trustee.” and Any such Authenticating Agent shall be a certificate of authentication executed on behalf bank or trust company or other Person of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or character and qualifications set forth 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 7.09. 8.9 hereof. (b) Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 corporation is otherwise eligible under this Section 16.118.15, 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 corporation. . (c) Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 SectionSection 8.15, the Trustee shall either promptly may, with the written consent of the Company, appoint a successor authenticating agent or itself assume the duties Authenticating Agent, and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, so doing shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail mail, in the manner provided in Section 15.10, notice of such appointment of a successor authenticating agent to all the Holders of Notes as the names and addresses of such Holders appear on the Register. Securities. (d) The Issuer Trustee agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as services, and the Trustee shall be agreed upon entitled to be reimbursed for such payments, in writing between the Issuer accordance with Section 8.6 hereof. (e) Sections 8.2, 8.3, 8.6, 8.7 and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 8.9 hereof shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating 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 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.043.06, 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 hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 16.1115.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 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 Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 15.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint As long as any of the Notes remain Outstanding, upon a Company Order there shall be an authenticating agent that appointed by the Trustee for such period as the Company shall be authorized elect, to act on its behalf, behalf of the Trustee and subject to its direction, in the authentication and delivery of Notes direction in connection with the original issuance thereof and transfers and exchanges authentication of the Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the set forth in this Indenture. Such authenticating agent had been expressly shall at all times be a banking corporation organized and doing business under the laws of the United States or any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $60,000,000 subject to supervision or examination by this Indenture Federal or State authority, or an affiliate of such banking corporation, which is also a corporation organized and those Sections doing business under the laws of the United States or of any State, authorized under such laws to authenticate exercise corporate trust powers, having a combined capital and deliver Notessurplus of at least $10,000,000 subject to supervision or examination by Federal or State authority. For all If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Indenture, Section 10.13 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Whenever reference is made in this Indenture to 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 authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09agent. Any corporation into in which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agent, shall continue to be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the authenticating agent or such successor corporationagent. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 in accordance with the provisions of this SectionSection 10.13, the Trustee promptly shall either promptly appoint a successor authenticating agent or itself assume the 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 Issuer 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 Issuer agrees to pay to the Any successor authenticating agent from time to time such reasonable compensation for upon acceptance of its services as appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder. No successor authenticating agent shall be agreed upon in writing between appointed unless eligible under the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it10.13.

Authenticating Agent. So long as any Securities of a series remain outstanding, if the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The Trustee may appoint City of New York, New York, or otherwise upon an Issuer Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Issuer shall be authorized elect, by the Trustee for such series of Securities to act as its agent on its behalf, behalf and subject to its direction, direction in connection with the authentication and delivery of Notes in connection with each series of Securities for which it is serving as Trustee. Securities of each such series authenticated by such Authenticating Agent shall be entitled to the original issuance thereof and transfers and exchanges benefits of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate 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 of any series by the authenticating agent Trustee for such series or to the Trustee's Certificate of Authentication, such reference shall be deemed to be include authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee for such series except by way of original issuance by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Authenticating Agent for the Trustee’s certificate such series and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such 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, authorized under such laws to serve as trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $10,000,000 and subject to Section 7.09supervision or examination by Federal or state authority. If the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The City of New York, New York, the Authenticating Agent shall have its principal office and place of business in the Borough of Manhattan, The City of New York, New York. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 Authenticating Agent with respect to all series of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Securities for which it served as 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 for such series or such successor corporationAuthenticating 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 applicable Trustee and to the Issuer. The Trustee for any series of Securities may at any time terminate the agency of any authenticating agent Authenticating Agent for such series by giving written notice of termination to such authenticating agent Authenticating Agent and to the Issuer. 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 with respect to one or more or all series of Securities, the Trustee for such series shall either promptly upon Issuer Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, Issuer shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses Securities of such Holders appear on series or any Coupons appertaining thereto in the Registermanner and to the extent provided in Section 13.4. 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 if originally named as Authenticating Agent herein. The Issuer Trustee for the Securities of such series agrees to pay to the authenticating agent Authenticating Agent for such series from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointmentservices, and the Issuer hereby confirms that Trustee shall be entitled to be reimbursed for such appointment is acceptable payment subject to itthe provisions of Section 7.6. The Authenticating Agent for the Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series.

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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.043.06, 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 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 hereunder pursuant to Section 7.098.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the RegisterDebenture register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.043.05, 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 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 hereunder pursuant to Section 7.099.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1117.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 10.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent Authenticating Agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of one or more series of Subordinated Notes in connection with the original issuance thereof and transfers and exchanges of Subordinated Notes of such series hereunder, including under Sections 2.04Article Two, 2.06, 2.07, 2.08 Article Three and 3.04Article Eleven, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver NotesSubordinated Notes of such series. For all purposes of this Indenture, the authentication and delivery of Subordinated Notes of such series by the authenticating agent Authenticating Agent shall be deemed to be authentication and delivery of such Subordinated Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Subordinated Notes of such series for the Trustee’s certificate of authentication. Such authenticating agent Authenticating Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09609. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.111610, 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 corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 SectionSection 1610, the Trustee shall either promptly appoint a successor authenticating agent Authenticating Agent or itself assume the duties and obligations of the former authenticating agent Authenticating Agent under this Indenture and, upon such appointment of a successor authenticating agentAuthenticating Agent, if made, shall give written notice of such appointment of a successor authenticating agent Authenticating Agent to the Issuer and and, at the Issuer’s expense, shall mail notice of such appointment of a successor authenticating agent Authenticating Agent to all Holders holders of Subordinated Notes of the series with respect to which such appointment shall apply as the names and addresses of such Holders appear on the Security Register. The Issuer agrees to pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentAuthenticating Agent. The provisions of Sections 7.02306, 7.03603, 7.04 and 8.03 604, 605 and this Section 16.11 1610 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating 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 2.04Article II, 2.06, 2.07, 2.08 Article III and 3.04Section 4.09, 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 hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1115.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer and Company and, at the Company’s expense, 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 and this Section 16.11 15.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. So long as any Securities remain Outstanding, if the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The Trustee may appoint City of New York, or otherwise upon a Company Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Company shall be authorized elect, by the Trustee to act as its agent on its behalf, behalf and subject to its direction, 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 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate 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 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 Authenticating Agent and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such 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 trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $20,000,000 and subject to Section 7.09supervision or examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of the Trustee is 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 exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11, 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 corporationAuthenticating 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 IssuerCompany. 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 IssuerCompany. 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 -55- eligible under in accordance with the provisions of this SectionSection 7.14, the Trustee shall either promptly upon Company Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, Company shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securities in the manner and to the extent provided in Section 13.4. 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 Registerif originally named as Authenticating Agent herein. The Issuer Company agrees to pay or to cause to be paid to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. 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 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itTrustee.

Authenticating Agent. The There may (and whenever the Trustee may appoint shall not maintain an authenticating office or agent that shall in each Place of Payment there shall) be authorized an Authenticating Agent appointed by the Trustee with power to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes the Bonds in connection with the original issuance thereof delivery of Bonds pursuant to Section 2.03 and transfers and exchanges of Notes hereunder, including under Sections 2.042.05, 2.06, 2.07, 2.08 2.06 and 3.043.07, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notesthe Bonds. For all purposes of this Indenture, the authentication and delivery of Notes the Bonds by the authenticating agent Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of such Notes the Bonds “by the Trustee” and a certificate of authentication executed on behalf of ”. The Trustee is hereby appointed Authenticating Agent with respect to the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationBonds. Such authenticating agent Each Authenticating Agent shall at all times be a Person eligible bank or trust company having an office or agent in a Place of Payment, and shall at all times be an entity organized and doing business under the laws of the United States or of any state with a combined capital and surplus of at least $50,000,000 and authorized under such laws to serve as trustee hereunder exercise corporate trust powers and subject to supervision or examination by federal or state authority. If such entity publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 7.09the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any corporation entity into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation entity resulting from any merger, consolidation consolidation, or exchange conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation entity 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 corporation entity is otherwise eligible under this Section 16.11Section, 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 corporationentity. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the District, the Credit Enhancer, the Liquidity Bank and to the IssuerCompany. 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 IssuerDistrict, the Credit Enhancer, the Liquidity Bank, and 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 this Section, the Trustee with the approval of the Credit Enhancer and the Liquidity Bank shall either promptly appoint a successor authenticating agent or itself assume the duties Authenticating Agent 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 Issuer District 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 RegisterCompany. The Issuer agrees Trustee shall be entitled to pay be reimbursed for any reasonable compensation paid by the Trustee to the authenticating agent from time to time such reasonable compensation Authenticating Agent for its services as shall be agreed upon in writing between the Issuer service subject to Section 8.03 and the authenticating agent8.07. The provisions of Sections 7.022.09, 7.038.03, 7.04 8.04, and 8.03 and 8.05 of this Section 16.11 Indenture shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 person eligible to serve as trustee hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may may, with the consent of the Company, appoint an authenticating agent that Authenticating Agent or Agents acceptable to the Company with respect to the Securities which shall be authorized to act on its behalfbehalf of the Trustee to authenticate Securities issued upon transfer, exchange or substitution pursuant to this Indenture. The Trustee shall so appoint any such agent required to effectuate the listing on the Vancouver Stock Exchange contemplated by Section 1007. Securities authenticated by an Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, and subject every reference in this Indenture 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 2.04, 2.06, 2.07, 2.08 and 3.04, 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 Securities by the authenticating agent Trustee or the Trustee's certificate of authentication 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 authenticationAuthenticating Agent. Such authenticating agent Each Authenticating Agent shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State thereof, the District of Columbia or the federal or any provincial laws of Canada, authorized under such laws to act as Authenticating Agent and subject to supervision or examination by government or other fiscal authority. If at any time an Authenticating Agent shall cease to be eligible to serve as trustee hereunder pursuant to in accordance with the provisions of this Section 7.09612, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 612. Any corporation into which any authenticating agent an Authenticating Agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any authenticating agentan Authenticating Agent, shall continue to be the successor of the authenticating agent hereunderan Authenticating Agent, if provided such successor corporation is shall be otherwise eligible -------- under this Section 16.11612, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the authenticating agent or such successor corporationAuthenticating Agent. Any authenticating agent An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent an Authenticating Agent by giving written notice of termination thereof to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 612, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if -66- originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 612. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this SectionSection 612. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 612, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. __________________________, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________ Authorized Officer If the Special Warrant Trustee or any other Canadian Person is appointed to act as an Authenticating Agent with respect to the Securities pursuant to this Section 612, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: Countersigned for Authentication Only _______________________, as Transfer Agent By ___________________________ Authorized Officer SECTION 613. Reports by Trustee to Holders. (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner provided pursuant thereto. To the extent that any such report is required by the TIA with respect to any 12-month period, such report shall cover the 12-month period ending May 15 and shall be transmitted within 60 days thereafter. (b) A copy of each report at the time of its mailing to Holders shall be filed with the United States Securities and Exchange Commission and each securities exchange on which the Securities are listed. The Company shall notify the Trustee whenever the Securities become listed on any securities exchange and any delisting therefrom. (c) The Trustee shall also transmit any reports made pursuant to this Section 613 to those parties required to receive them by virtue of the TIA. SECTION 614. Additional Qualifications and Duties Pursuant to the Trust Indenture Act. In addition to the other qualifications and duties required of the Trustee by this Article Six, the Trustee shall either promptly appoint a successor authenticating agent also comply with the following: (a) the Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1), 310(a)(5) and 310(b); (b) The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or itself assume the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, been removed shall give written notice of such appointment of a successor authenticating agent be subject to TIA Section 311(a) to the Issuer extent indicated therein. (c) The Company shall furnish or cause to be furnished to the Trustee, at six-month intervals and at such other times as the Trustee shall mail notice request in writing, all information in its possession or control, or the control of such appointment of a successor authenticating agent to all Holders of Notes as any Paying Agents, regarding the names and addresses of such Holders appear on the Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointmentHolders, and the Issuer hereby confirms that Trustee shall preserve such appointment information in as current a form as is acceptable to it.reasonably practicable, including any such information received by the Trustee as Paying Agent. ARTICLE SEVEN CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.062.03, 2.07, 2.08 2.08, 2.10, 3.03 and 3.043.09, 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 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 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1116.13, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 16.13 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.06, 2.07, 2.08 and 3.043.03, 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 eligible to serve as trustee hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 Issuer 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 Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, and 3.0415.2, 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 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the duties and obligations of the former authenticating agent under this Indenture andIndenture, 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 Issuer 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 RegisterNote register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.57 123

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 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.043.08, 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 hereunder pursuant to Section 7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1115.12, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 15.12, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the 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 Issuer 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 15.12 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, and 3.0415.2, 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 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 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the duties and obligations of the former authenticating agent under this Indenture andIndenture, 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 Issuer Company and shall mail notice of such appointment of a 80 successor authenticating agent to all Holders of Notes Debentures as the names and addresses of such Holders appear on the RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.1, 7.038.2, 7.04 and 8.03 8.3, 8.4, 8.7, 9.3 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.043.05, 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 eligible to serve as trustee hereunder pursuant to Section 7.099.09. 77 Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.1117.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the 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 Issuer 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 Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 10.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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, behalf and subject to its direction, 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 2.04, 2.06, 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate 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 trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to Section 7.09supervision or examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of the Trustee is 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 exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11, 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 corporationAuthenticating 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 IssuerCompany. 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 IssuerCompany. 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 either promptly upon Company Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, Company shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all 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 Registerif originally named as Authenticating Agent herein. The Issuer Company agrees to pay or to cause to be paid to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. 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 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itTrustee.

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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, 3.5 and 3.043.6, 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 certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.097.9. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 16.1115.11, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 or itself assume the 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 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 Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.027.2, 7.037.3, 7.04 7.4 and 8.03 8.3 and this Section 16.11 15.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

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, behalf and subject to its direction, 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 2.042.4, 2.062.5, 2.07, 2.08 2.6 and 3.048.5 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 7.09Note Administrator. Any corporation or banking association into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 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 such Authenticating Agent or such successor corporation. 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 Issuer. 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 Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent the Note Administrator shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties Authenticating Agent 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 Issuer 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 RegisterIssuer. The Issuer Note Administrator agrees to pay to the authenticating agent each Authenticating Agent appointed by it from time to time such reasonable compensation for its services as services, and reimbursement for its reasonable expenses relating thereto and the Note Administrator shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such payments, subject to Section 6.7 hereof. The provisions of Sections 7.022.9, 7.03, 7.04 6.4 and 8.03 and this Section 16.11 6.5 hereof shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent.

Authenticating Agent. The (a) There may be one or more Authenticating Agents appointed by the Trustee may appoint an authenticating agent that shall be authorized with the written consent of the Company, with power to act on its behalf, behalf and subject to its direction, the direction of the Trustee in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 2.08, 2.13, 3.03, and 3.04, 13.04 hereof as fully to all intents and purposes as though the authenticating agent such Authenticating Agents 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 any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes “"by the Trustee” and ." Any such Authenticating Agent shall be a certificate of authentication executed on behalf bank or trust company or other Person of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or character and qualifications set forth 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 7.09. 9.09 hereof. (b) Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange 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 corporation is otherwise eligible under this Section 16.119.15, 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 corporation. . (c) Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 SectionSection 9.15, the Trustee shall either promptly may, with the written consent of the Company, appoint a successor authenticating agent or itself assume the duties Authenticating Agent, and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, so doing shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail mail, in the manner provided in Section 15.10, notice of such appointment of a successor authenticating agent to all the Holders of Notes as the names and addresses of such Holders appear on the Register. Notes. (d) The Issuer Company agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer services. (e) Sections 9.02, 9.03, 9.06, 9.07 and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 16.11 9.09 hereof shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.04Section 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 person eligible to serve as trustee hereunder pursuant to Section 7.098.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume (which may be the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.06. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Upon the request of the Issuer, the Trustee may shall appoint an authenticating agent that shall be authorized Authenticating Agent with power to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes the Bonds of each Series designated for such authentication by the Issuer and containing provisions therein for such authentication (or with respect to which the Issuer has made other arrangements, satisfactory to the Trustee and such Authenticating Agent, for notation on the Bonds of such Series of the authority of an Authenticating Agent appointed after the initial authentication and delivery of such Bonds) in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.06 and 2.07, 2.08 and 3.04, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver NotesBonds of such Series. If an Authenticating Agent for a Series is designated in the related Terms Indenture, no separate request or appointment shall be required. For all purposes of this the Indenture, the authentication and delivery of Notes Bonds by the authenticating agent Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of such Notes “Bonds "by the Trustee” and ." Such Authenticating Agent shall at all times be a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder bank or trust company having its principal office in the Notes for city designated in the Trustee’s certificate of authentication. Such authenticating agent applicable Terms Indenture, and shall at all times be a Person eligible to serve as trustee hereunder pursuant to that meets the requirements of Section 7.096.09 for the Trustee hereunder. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange 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 Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, 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 corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. 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 Issuer. 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 either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor authenticating agent, if madeAuthenticating Agent, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as Bonds of the names and addresses of such Holders appear on the Registerapplicable Series. The Issuer agrees to pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing unless an arrangement has been made between the Issuer and the authenticating agentTrustee pursuant to which the Trustee shall make such payments and, in such case, the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.07. The provisions of Sections 7.022.20, 7.03, 7.04 6.04 and 8.03 and this Section 16.11 6.05 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to itAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which 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 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.043.3, 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 person eligible to serve as trustee hereunder pursuant to Section 7.098.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or 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 corporation is otherwise eligible under this Section 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 corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. 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 IssuerCompany. 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 or itself assume the duties and obligations of the former authenticating agent under this Indenture andIndenture, and upon such an appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer 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 RegisterNote register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.