Common use of Authenticating Agents Clause in Contracts

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There The Trustee may be appoint one or more Authenticating Agents appointed which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee upon or the request Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Trustee by an Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that a certificate of authentication executed on behalf of the Trustee shall have no liability by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication Master Servicer and delivery of Debentures. Any such Authenticating Agent shall at all times must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state state, having a principal office and place of business in New York, New York or territory thereof or a principal office and place of the District business in Boston, Massachusetts and a place of Columbia authorized under such laws to act as Authenticating Agentbusiness in New York, New York, having a combined capital and surplus of at least $50,000,000.00 15,000,000, authorized under such laws to do a trust business and being subject to supervision or examination by federal, state, territorial federal or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Sectionstate authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust agency business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise so long as it shall be eligible under in accordance with the provisions of the first paragraph of this Section 6.12 8.11 without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyMaster Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyMaster Servicer. 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 the first paragraph of this Section 6.128.11, the Trustee maymay appoint, and upon the request prior written approval of the Company shallMaster Servicer, promptly appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company Master Servicer and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture RegisterCertificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent hereinAgent. The Company agrees to pay to any Authenticating Agent from time to time Any reasonable compensation for its services. Any paid to an Authenticating Agent shall have no responsibility or liability for any action taken be a reimbursable expense pursuant to Section 8.05 if paid by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There The Trustee may be appoint one or more Authenticating Agents appointed which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee upon or the request Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Trustee by an Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that a certificate of authentication executed on behalf of the Trustee shall have no liability by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication Master Servicer and delivery of Debentures. Any such Authenticating Agent shall at all times must be a corporation corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state state, having a principal office and place of business in New York, New York or territory thereof or a principal office and place of the District business in Boston, Massachusetts and a place of Columbia authorized under such laws to act as Authenticating Agentbusiness in New York, New York, having a combined capital and surplus of at least $50,000,000.00 15,000,000, authorized under such laws to do a trust business and being subject to supervision or examination by federal, state, territorial federal or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Sectionstate authorities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust agency business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise so long as it shall be eligible under in accordance with the provisions of the first paragraph of this Section 6.12 8.11 without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyMaster Servicer. The Trustee may may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyMaster Servicer. 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 the first paragraph of this Section 6.128.11, the Trustee maymay appoint, and upon the request prior written approval of the Company shallMaster Servicer, promptly appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company Master Servicer and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture RegisterCertificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent hereinAgent. The Company agrees to pay to any Authenticating Agent from time to time Any reasonable compensation for its services. Any paid to an Authenticating Agent shall have no responsibility or liability for any action taken be a reimbursable expense pursuant to Section 8.05 if paid by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of the Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of any Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more ---------------------- Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the -------- ------- Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company and the Guarantor with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, provided that the Trustee shall have no liability to the Company or the Guarantor for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Trustee and to the CompanyCompany and the Guarantor. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the CompanyCompany and the Guarantor. 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 6.126.14, the Trustee may, and upon the request of the Company and the Guarantor shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and the Guarantor and shall mail notice of such appointment to all holders of Debentures the applicable series of Securities as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees and the Guarantor agree to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; providedPROVIDED, howeverHOWEVER, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There From time to time the Trustee of any series of Securities, in its sole discretion, may be appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request Issuer, any of the Company Guarantors or any Affiliate of the Issuer or the Guarantors, with power to act on its the Trustee’s behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306 and 1107 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 and being 25,000,000 and, if other than the Issuer, any of the Guarantors or any Affiliate of the Issuer or the Guarantors, subject to supervision or examination by federal, state, territorial state or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such Authenticating Agentsuccessor corporation. Any Authenticating Agent for any series of Securities may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the CompanyIssuer. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures for such series by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, which shall be acceptable to the Issuer, shall give written notice of such appointment to the Company Issuer and shall mail give written notice of such appointment to all holders Holders of Debentures Securities of such series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company Issuer agrees to pay to any the Authenticating Agent for such series from time to time reasonable compensation for its servicesservices under this Section 614. Any If an appointment with respect to one or more series of Securities is made pursuant to 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. Date: THE BANK OF NEW YORK MELLON, as Trustee By As Authenticating Agent By Authorized Signatory The provisions of Sections 309, 604 and 605 shall have no responsibility or liability for be applicable to any action taken by it as such in accordance with the directions of the TrusteeAuthenticating Agent.

Authenticating Agents. There From time to time the Company, in its sole discretion, may be appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company Securities with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306, and 1107 hereof as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities by an Authenticating Agent pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities "by the Trustee". Any Each such Authenticating Agent shall must at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 614 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee Company may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyTrustee. 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 6.12614, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section 614. The Company Trustee agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section 614, and the Trustee shall be entitled to be reimbursed for such payments pursuant to Section 607 hereof. Any If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, 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 herein referred to in the within-mentioned Indenture. Dated: _______________ __________________________________ As Trustee ---------------------------------- As Authenticating Agent shall have no responsibility ---------------------------------- Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or liability cause to be furnished to the Trustee with respect to the Securities of each series (a) semi-annually, not later than 15 days after each Regular Record Date, or, in the case of any series of Securities on which semi-annual interest is not payable, not more than 15 days after such semi-annual dates as may be specified by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date or semi-annual date, as the case may be, and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Trustee is Security Registrar for any action taken by it as series of Securities, no such in accordance list shall be required to be furnished with the directions of the Trusteerespect to any such series.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Debenture Trustee upon the request of the Company Corporation with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Debenture Trustee shall have no liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Debenture Trustee and to the CompanyCorporation. The Debenture Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Debenture Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Corporation, as issuer of the Securities, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Debenture Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Debt Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesDebt Securities of such series; provided, however, provided that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesDebt Securities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Debt Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures the applicable series of Debt Securities as the names and addresses of such holders appear on the Debenture Debt Security Register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There The Trustee may be from time to time appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company with power Securities, which shall be authorized to act on its behalf of the Trustee and subject to its direction in the authentication authenticating and delivery delivering Securities of Debentures issued upon exchange such series pursuant hereto in connection with exchanges, registrations of transfer, redemptions or registration of transfer thereof conversions, as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; providedSecurities of such series, however, that the Trustee and Securities so authenticated shall have no liability be entitled to the Company benefits of this Indenture and shall be valid and obligatory for any acts or omissions of all purposes as though authenticated by the Authenticating Agent with respect Trustee. Wherever reference is made in this Indenture to the authentication and or delivery of DebenturesSecurities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication or delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Any such Each Authenticating Agent shall at all times be a corporation (including a banking association) organized and doing business under the laws of the United States or of any state State or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating AgentColumbia, having a combined capital and surplus of at least five million dollars ($50,000,000.00 5,000,000) authorized under such laws to exercise corporate trust powers and being subject to supervision or examination by federal, state, territorial territorial, or District of Columbia authorityauthorities. If such corporation publishes reports of condition at least annually annually, pursuant to law or to the requirements of such the aforesaid supervising or examining authority, then for the purposes of this Section 6.12 Section, 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion succeeding to which any the corporate agency business of an Authenticating Agent shall continue to be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, 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 Authenticating Agentsuccessor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any an Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture RegisterAgent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section. 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 among other things the duties to authenticate and deliver Securities of any series for which it has been appointed an Authenticating Agent when presented to it in connection with exchanges, registrations of transfer or any redemptions or conversions 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 acts or failures to act of the Authenticating Agent but it shall have no responsibility or liability for any action taken by it as such in accordance with at the directions specific written direction of the Trustee.

Authenticating Agents. There The Trustee may be from time to time appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company with power Securities, which shall be authorized to act on its behalf of the Trustee and subject to its direction in the authentication authenticating and delivery delivering Securities of Debentures issued upon exchange or registration such series pursuant hereto in connection with exchanges, registrations of transfer thereof transfer, redemptions and conversions as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate execute and deliver Debentures; providedSecurities of such series, however, that the Trustee and Securities so authenticated shall have no liability be entitled to the Company benefits of this Indenture and shall be valid and obligatory for any acts or omissions of all purposes as though authenticated by the Authenticating Agent with respect Trustee. Wherever reference is made in this Indenture to the authentication and or delivery of DebenturesSecurities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication or delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Any such Each Authenticating Agent shall at all times be a corporation (including a banking association) organized and doing business under the laws of the United States or of any state State or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating AgentColumbia, having a combined capital and surplus of at least $50,000,000.00 five million dollars, authorized under such laws to exercise corporate trust powers and being subject to supervision or examination by federal, state, territorial territorial, or District of Columbia authorityauthorities. If such corporation publishes reports of condition at least annually annually, pursuant to law or to the requirements of such the aforesaid supervising or examining authority, then for the purposes of this Section 6.12 Section, 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion succeeding to which any the corporate agency business of an Authenticating Agent shall continue to be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, 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 Authenticating Agentsuccessor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any an Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 6.12Section, the Trustee may, and upon or at the request of the Company promptly shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture RegisterAgent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section. 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 among other things the duties to authenticate and deliver Securities of any series for which it has been appointed an Authenticating Agent 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 acts or failures to act of the Authenticating Agent but it shall have no responsibility or liability for any action taken by it as such in accordance with at the directions specific written direction of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state State or territory Territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federalFederal, stateState, territorial Territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions provision of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures the applicable series of Securities as the names and addresses of such holders appear on the Debenture RegisterSecurities register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Trustee agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one The Trustee may, with the consent of the Company, appoint an Authenticating Agent or more Authenticating Agents appointed by the Trustee upon the request of acceptable to the Company with power respect to the Securities which shall be authorized to act on its behalf and subject of the Trustee to its direction in the authentication and delivery of Debentures authenticate Securities issued upon exchange or registration substitution pursuant to this Indenture. Securities authenticated by an Authenticating Agent shall be entitled to the benefits of transfer thereof as fully to this Indenture and shall be valid and obligatory for all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that if authenticated by the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect hereunder, and every reference in this Indenture to the authentication and delivery of Debentures. Any such Securities by the Trustee or the Trustee's certificate of authentication shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be subject to acceptance by the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of America, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital Agent and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial government or District of Columbia other fiscal authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any such Authenticating Agent shall be a party, or any corporation succeeding to all the corporate agency or substantially all of the corporate trust business of any an Authenticating Agent, shall continue to be the successor of an Authenticating Agent, provided such Authenticating Agent hereunder, if such successor corporation is shall be otherwise eligible under this Section 6.12 6.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company or the Guarantor with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Debt Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesDebt Securities; provided, however, that the Trustee shall not have no any liability to the Company or the Guarantor for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesDebt Securities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by United States federal, state, territorial state or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Company and to the CompanyGuarantor. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures Debt Securities by giving written notice of termination to such Authenticating Agent Agent, the Company and to the CompanyGuarantor. 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 6.12Section, the Trustee may, and upon the request of the Company or the Guarantor shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12Section, shall give written notice of such appointment to the Company and the Guarantor and shall mail notice of such appointment to all holders of Debentures Debt Securities as the names and addresses of such holders appear on the Debenture Debt Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees and the Guarantor (without duplication) agree to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more --------------------- Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the -------- ------- Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company Corporation with respect to one or more series of Notes with power to act on its the Trustee’s behalf and subject to its the Trustee’s direction in the authentication and delivery of Debentures Notes of such series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesNotes of such series; provided, however, that the Trustee shall have no liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesNotes of such series. Any such Authenticating Agent shall at all times be a corporation Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least five million U.S. dollars ($50,000,000.00 5,000,000) and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 6.14 the combined capital and surplus of such corporation Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation Person into which any Authenticating Agent may be merged or merged, converted or with which it may be consolidated, or any corporation Person resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyCorporation. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders Noteholders of Debentures the series with respect to which such Authenticating Agent shall serve, as the names and addresses of such holders appear on the Debenture RegisterNote Register for such series. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Corporation, as issuer of the Notes, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of the Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; providedPROVIDED, howeverHOWEVER, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of any Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 the combined capital and surplus of such corporation shall be deemed to be its combined com- bined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be From time to time the Trustee for the Debt Securities of any series may, subject to its sole discretion, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Debt Securities of such series, which may include the request Company or any Affiliate of the Company Company, with power to act on its the Trustee's behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange or registration Debt Securities of transfer thereof such series in connection with transfers and exchanges hereunder, including but not limited to those pursuant to Sections 3.4, 3.5, 3.6 and 11.7, as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedDebt Securities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesDebt Securities of such series by an Authenticating Agent for such Debt Securities pursuant to this Section shall be deemed to be authentication and delivery of such Debt Securities "by the Trustee" for the Debt Securities of such series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia State, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. If such corporation 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 6.12 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. If at any time an Authenticating Agent for any series of Debt Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent for any series of Debt Securities may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Debt Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCompany in the manner set forth in Section 1.5. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Debt Securities shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Debt Securities of such holders appear on series in the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.manner set forth

Authenticating Agents. There may be At any time when any of the Securities of any series remain Outstanding, the Trustee for the Securities of such series may, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request Issuer, any of the Company Guarantors or any Affiliate of the Issuer or any of the Guarantors, with power to act on its the Trustee’s behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange or registration Securities of transfer thereof such series in connection with transfers and exchanges under Sections 304, 305 and 1107 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of such series by an Authenticating Agent for such Securities pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia State, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial Federal or District of Columbia State authority. If such corporation 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 6.12 614 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any Authenticating Agent for any series of Securities may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the CompanyIssuer. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer in the manner set forth in Section 105. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12614, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company Issuer and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Securities of such holders appear on series in the Debenture Registermanner set forth in Section 106. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent hereinAgent. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614. If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, the Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Trustee’s certification of authentication, an alternate certificate of authentication in the following form: “This is one of the Trustee.Securities of the series designated therein described in the within-mentioned Indenture. ▇▇▇▇▇ Fargo Bank, National Association, as Trustee By By As Authenticating Agent Authorized Signatory”

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures the applicable series of Securities as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Debt Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesDebt Securities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesDebt Securities. Any such Authenticating Agent shall at all times be a corporation Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 the combined capital and surplus of such corporation Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures Debt Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Debt Securities as the names and addresses of such holders appear on the Debenture Debt Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures Debt Securities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Other than as provided in the Fee Agreement of even date herewith, the Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the TrusteeTrustee and shall receive such reasonable indemnity as it may require against the costs, expenses and liabilities incurred in furtherance of its duties under this Section 6.12.

Authenticating Agents. There may be From time to time the Subordinated Trustee for the Securities of any series may, subject to its sole discretion, and shall, upon an Issuer Order from the Issuer and for such period as such Issuer shall elect, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request of the Company Issuer or any Affiliate, with power to act on its behalf in the name of the Subordinated Trustee and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange or registration Securities of transfer thereof such series in connection with transfers and exchanges under Sections 3.04, 3.05, 3.06 and 11.07 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Subordinated Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Subordinated Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debenturessuch Securities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities “by the Subordinated Trustee” for the Securities of such series. Any such Authenticating Agent shall (except in the case of the Issuer, an Affiliate or an officer or director of the Issuer or an Affiliate) at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority, as the case may be. If such corporation 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 6.12 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent for any series of Securities may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may resign at any time resign by giving written notice of resignation to the Subordinated Trustee for such series and to the CompanyIssuer. The Subordinated Trustee for any series of Securities may at any time and shall, upon an Issuer Request, terminate the agency appointment of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer in the manner set forth in Section 1.05. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12Section, the Subordinated Trustee may, for such series may and upon the request of the Company shall, promptly upon an Issuer Request, appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company Issuer and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Securities of such holders appear on series in the Debenture Registermanner set forth in Section 1.06. Any successor Authenticating Agent Agent, upon acceptance of its his appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its his predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company Issuer agrees to pay to any corporation of which any director or officer has been appointed as Authenticating Agent for such series from time to time reasonable compensation for its such services. Any Authenticating Agent shall If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Subordinated Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the Trusteeform specified in Section 2.02.

Authenticating Agents. There may be From time to time the Trustee for the Securities of any series may, subject to its sole discretion, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request Company or any Affiliate of the Company Company, with power to act on its the Trustee's behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange or registration Securities of transfer thereof such series in connection with transfers and exchanges under Sections 304, 305 and 1107 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities "by the Trustee" for the Securities of such series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia State, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial Federal or District of Columbia State authority. If such corporation 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 6.12 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such Authenticating Agentsuccessor corporation. Any Authenticating Agent for any series of Securities may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCompany in the manner set forth in Section 105. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Securities of such holders appear on series in the Debenture Registermanner set forth in Section 106. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company Trustee for the Securities of each series agrees to pay to any Authenticating Agent for such series from time to time reasonable compensation for its services, and such Trustee shall be entitled to be reimbursed for such payments, subject to Section 607. Any Authenticating Agent shall If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Trustee's certification of authentication, an alternate certificate of authentication in the following form: "This is one of the Securities of the series designated therein described in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state State or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federalFederal, stateState, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then then, for the purposes of this Section 6.12 6.13, 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.13 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may may, at any time time, resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may may, at any time time, terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.13, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.13, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Debentures the Securities as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be From time to time, the Subordinated Trustee for the Securities of any series may, subject to its sole discretion, and shall, upon receipt of an Issuer Order, and for such period as the Issuer shall elect, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon the request Securities of such series, which may include any director or officer of the Company Issuer or any Affiliate or both of them, with power to act on its behalf in the name of the Subordinated Trustee and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration Securities of transfer thereof such series in connection with transfers and exchanges under Sections 3.04, 3.05, 3.06 and 11.07 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Subordinated Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Subordinated Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debenturessuch Securities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities “by the Subordinated Trustee” for the Securities of such series. Any such Authenticating Agent shall (except in the case of the Issuer, an Affiliate, or an officer or director of the Issuer or an Affiliate) at all times be a corporation organized and doing business under the laws of the United States or of any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority, as the case may be. If such corporation 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 6.12 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent for any series of Securities may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may resign at any time resign by giving written notice of resignation to the Subordinated Trustee for such series and to the CompanyIssuer. The Subordinated Trustee for any series of Securities may at any time and shall, upon an Issuer Request, terminate the agency appointment of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer in the manner set forth in Section 1.05. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12Section, the Subordinated Trustee may, for such series may and upon the request of the Company shall, promptly upon an Issuer Request, appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company Issuer and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Securities of such holders appear on series in the Debenture Registermanner set forth in Section 1.06. Any successor Authenticating Agent Agent, upon acceptance of its his appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its his predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company agrees Issuer and the Guarantor agree to pay to any corporation of which any director or officer has been appointed as Authenticating Agent for such series from time to time reasonable compensation for its such services. Any Authenticating Agent shall If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Subordinated Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the Trusteeform specified in Section 2.02.

Authenticating Agents. There may be one or more ----------------------- Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the -------- ------- Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Debenture Trustee upon the request of the Company Corporation with power to act on its behalf and subject to its direction in the authentication and delivery of Junior Subordinated Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Junior Subordinated Debentures; provided, however, that the Debenture Trustee shall have no liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Junior Subordinated Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Debenture Trustee and to the CompanyCorporation. The Debenture Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Debenture Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders of Debentures Debentureholders as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Corporation, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Debenture Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the -------- Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 25,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state State or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federalFederal, stateState, territorial or District of Columbia authority. 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 6.12 6.13 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.13 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.13, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.13, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Debentures the Securities as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state State or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, stateState, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then then, for the purposes of this Section 6.12 6.13, 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.13 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may may, at any time time, resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may may, at any time time, terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.13, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.13, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Debentures the Securities as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There From time to time the Trustee of any series of Securities, in its sole discretion, may be appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request Company, the Guarantor or any Affiliate of the Company or the Guarantor, with power to act on its the Trustee’s behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306 and 1107 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 and being 25,000,000 and, if other than the Company, the Guarantor or any Affiliate of the Company or the Guarantor, subject to supervision or examination by federal, state, territorial state or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such Authenticating Agentsuccessor corporation. Any Authenticating Agent for any series of Securities may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures for such series by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, which shall be acceptable to the Company, shall give written notice of such appointment to the Company and shall mail give written notice of such appointment to all holders Holders of Debentures Securities of such series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company Trustee for any series of Securities agrees to pay to any the Authenticating Agent for such series from time to time reasonable compensation for its services, and such Trustee shall be entitled to be reimbursed for such payments, subject to Section 607. Any If an appointment with respect to one or more series of Securities is made pursuant to 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. ▇▇▇▇▇ FARGO BANK, N.A., as Trustee By As Authenticating Agent By Authorized Signatory The provisions of Sections 309, 604 and 605 shall have no responsibility or liability for be applicable to any action taken by it as such in accordance with the directions of the TrusteeAuthenticating Agent.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Debenture Trustee upon the request of the Company Corporation with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Debenture Trustee shall have no -------- ------- liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Debenture Trustee and to the CompanyCorporation. The Debenture Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Debenture Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Corporation, as issuer of the Securities, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Debenture Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its the Trustee's behalf and subject to its the Trustee's direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 6.14 the combined capital and surplus of such corporation Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation Person into which any Authenticating Agent may be merged or merged, converted or with which it may be consolidated, or any corporation Person resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Debentureholders as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as issuer of the Debentures, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company and the Guarantor with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, provided that the Trustee shall have no liability to the Company or the Guarantor for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Trustee and to the CompanyCompany and the Guarantor. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the CompanyCompany and the Guarantor. 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 6.126.14, the Trustee may, and upon the request of the Company and the Guarantor shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and the Guarantor and shall mail notice of such appointment to all holders of Debentures the applicable series of Securities as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees and the Guarantor agree to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Debt Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesDebt Securities of such series; provided, however, provided that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesDebt Securities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Debt Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Debt Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures the applicable series of Debt Securities as the names and addresses of such holders appear on the Debenture Debt Security Register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be From time to time, the Senior Trustee for the Securities of any series may, subject to its sole discretion, and shall, upon receipt of an Issuer Order, and for such period as the Issuer shall elect, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon the request Securities of such series, which may include any director or officer of the Company Issuer or any Affiliate or both of them, with power to act on its behalf in the name of the Senior Trustee and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration Securities of transfer thereof such series in connection with transfers and exchanges under Sections 3.04, 3.05, 3.06 and 11.07 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Senior Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Senior Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debenturessuch Securities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities “by the Senior Trustee” for the Securities of such series. Any such Authenticating Agent shall (except in the case of the Issuer, an Affiliate, or an officer or director of the Issuer or an Affiliate) at all times be a corporation organized and doing business under the laws of the United States or of any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority, as the case may be. If such corporation 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 6.12 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent for any series of Securities may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may resign at any time resign by giving written notice of resignation to the Senior Trustee for such series and to the CompanyIssuer. The Senior Trustee for any series of Securities may at any time and shall, upon an Issuer Request, terminate the agency appointment of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer in the manner set forth in Section 1.05. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12Section, the Senior Trustee may, for such series may and upon the request of the Company shall, promptly upon an Issuer Request, appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company Issuer and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Securities of such holders appear on series in the Debenture Registermanner set forth in Section 1.06. Any successor Authenticating Agent Agent, upon acceptance of its his appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its his predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company agrees Issuer and the Guarantor agree to pay to any corporation of which any director or officer has been appointed as Authenticating Agent for such series from time to time reasonable compensation for its such services. Any Authenticating Agent shall If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Senior Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the Trusteeform specified in Section 2.02.

Authenticating Agents. There The Trustee may be from time to time --------------------- appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company with power Securities, which shall be authorized to act on its behalf of the Trustee and subject to its direction in the authentication authenticating and delivery delivering Securities of Debentures issued upon exchange or registration of transfer thereof such series pursuant hereto as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; providedSecurities of such series, however, that the Trustee and Securities so authenticated shall have no liability be entitled to the Company benefits of this Indenture and shall be valid and obligatory for any acts or omissions of all purposes as though authenticated by the Authenticating Agent with respect Trustee. Wherever reference is made in this Indenture to the authentication and or delivery of DebenturesSecurities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication or delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Any such Each Authenticating Agent shall at all times be a corporation (including a banking association) organized and doing business under the laws of the United States or of any state State or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating AgentColumbia, having a combined capital and surplus of at least five million dollars ($50,000,000.00 5,000,000) authorized under such laws to exercise corporate trust powers and being subject to supervision or examination by federal, state, territorial territorial, or District of Columbia authorityauthorities. If such corporation publishes reports of condition at least annually annually, pursuant to law or to the requirements of such the aforesaid supervising or examining authority, then for the purposes of this Section 6.12 Section, 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion succeeding to which any the corporate agency business of an Authenticating Agent shall continue to be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, 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 Authenticating Agentsuccessor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any an Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture RegisterAgent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section. 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 among other things the duties to authenticate and deliver Securities of any series for which it has been appointed an Authenticating Agent when presented to it in connection with exchanges, registrations of transfer or any redemptions or conversions 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 acts or failures to act of the Authenticating Agent but it shall have no responsibility or liability for any action taken by it as such in accordance with at the directions specific written direction of the Trustee.

Authenticating Agents. There From time to time the Trustee of any series of Securities, in its sole discretion, may be appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request Company, the Guarantor or any Affiliate of the Company or the Guarantor, with power to act on its the Trustee’s behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306 and 1107 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 and being 25,000,000 and, if other than the Company, the Guarantor or any Affiliate of the Company or the Guarantor, subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such Authenticating Agentsuccessor corporation. Any Authenticating Agent for any series of Securities may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures for such series by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, which shall be acceptable to the Company, shall give written notice of such appointment to the Company and shall mail give written notice of such appointment to all holders Holders of Debentures Securities of such series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company Trustee for any series of Securities agrees to pay to any the Authenticating Agent for such series from time to time reasonable compensation for its services, and such Trustee shall be entitled to be reimbursed for such payments, subject to Section 607. Any If an appointment with respect to one or more series of Securities is made pursuant to 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. We▇▇▇ ▇argo Bank, N.A., as Trustee By ____________________________ As Authenticating Agent By ____________________________ Authorized Officer The provisions of Sections 309, 604 and 605 shall have no responsibility or liability for be applicable to any action taken by it as such in accordance with the directions of the TrusteeAuthenticating Agent.

Authenticating Agents. There may be one or more ----------------------- Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be At any time when any of the Securities of any series remain Outstanding, the Trustee for the Securities of such series may, subject to its sole discretion, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request Issuer, any of the Company Guarantors or any Affiliate of the Issuer or any of the Guarantors, with power to act on its the Trustee’s behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange or registration Securities of transfer thereof such series in connection with transfers and exchanges under Sections 304, 305 and 1107 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of such series by an Authenticating Agent for such Securities pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia State, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial Federal or District of Columbia State authority. If such corporation 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 6.12 614 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any Authenticating Agent for any series of Securities may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the CompanyIssuer. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer in the manner set forth in Section 105. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12614, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company Issuer and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Securities of such holders appear on series in the Debenture Registermanner set forth in Section 106. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent hereinAgent. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614. If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, the Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Trustee’s certification of authentication, an alternate certificate of authentication in the following form: “This is one of the Trustee.Securities of the series designated therein described in the within-mentioned Indenture. U.S. Bank National Association, as Trustee By By As Authenticating Agent Authorized Signatory”

Authenticating Agents. There may be one or more Authenticating Agents appointed appoint- ed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication authentica- tion and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate authenti- cate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 the combined capital and surplus of such corporation shall be deemed to be its combined com- bined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions provi- sions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Authenti- cating Agent hereunder, if such successor corporation is otherwise other- wise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment ap- pointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Authen- ticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company promptly shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.12, 6.14 and shall give written notice of such appointment to the Company, and the Company and shall mail notice of such appointment to all holders of Debentures the applicable series of Securities as the names and addresses of such holders appear on the Debenture RegisterSecurity register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company Corporation with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Senior Notes issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSenior Notes. Any such Authenticating Agent shall be acceptable to the Corporation and shall at all times be a corporation organized and doing business under the laws of the United States or of any state State or territory Territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, stateState, territorial Territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, it shall resign immediately in the manner and with the effect herein specified in this SectionSection 6.14. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyCorporation. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. Upon receiving such a notice of resignation or upon such a termination, or in case if at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders of Debentures Holder as the names and addresses of such holders Holders appear on the Debenture Senior Note Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Corporation agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Debt Trustee upon the request of the Company Corporation with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, that the Debt Trustee shall have no liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state State or territory Territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federalFederal, stateState, territorial Territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Debt Trustee and to the CompanyCorporation. The Debt Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Debt Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders of Debentures the applicable series of Securities as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be From time to time the Trustee for the Debt Securities of any series may, subject to its sole discretion, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Debt Securities of such series, which may include the request Company or any Affiliate of the Company Company, with power to act on its the Trustee's behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange or registration Debt Securities of transfer thereof such series in connection with transfers and exchanges hereunder, including but not limited to those pursuant to Sections 3.4, 3.5, 3.6 and 11.7, as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedDebt Securities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesDebt Securities of such series by an Authenticating Agent for such Debt Securities pursuant to this Section shall be deemed to be authentication and delivery of such Debt Securities "by the Trustee" for the Debt Securities of such series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia State, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. If such corporation 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 6.12 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. If at any time an Authenticating Agent for any series of Debt Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent for any series of Debt Securities may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Debt Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCompany in the manner set forth in Section 1.5. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Debt Securities shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Debt Securities of such holders appear on series in the Debenture Registermanner set forth in Section 1.6. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company Trustee for the Debt Securities of each series agrees to pay to any Authenticating Agent for such series from time to time reasonable compensation for its services, and such Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7. Any Authenticating Agent shall If an appointment with respect to one or more series of Debt Securities is made pursuant to this Section, the Debt Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Trustee's certification of authentication, an alternate certificate of authentication in the following form: "This is one of the TrusteeDebt Securities, of the series designated herein, described in the within-mentioned Indenture.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate authenti- cate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 the combined capital and surplus of such corporation shall be deemed to be its combined com- bined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.its

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federalFederal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the -------- Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There From time to time the Company, in its sole discretion, may be appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company Securities with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306, and 1107 hereof as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities by an Authenticating Agent pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities "by the Trustee". Any Each such Authenticating Agent shall must at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 614 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee Company may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyTrustee. 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 6.12614, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section 614. The Company Trustee agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section 614, and the Trustee shall be entitled to be reimbursed for such payments pursuant to Section 607 hereof. Any If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, 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 herein referred to in the within-mentioned Indenture. Dated: _______________ ---------------------------------- As Trustee ---------------------------------- As Authenticating Agent shall have no responsibility ---------------------------------- Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of -------------------------------------------------- Holders. ------- The Company will furnish or liability cause to be furnished to the Trustee with respect to the Securities of each series (a) semi-annually, not later than 15 days after each Regular Record Date, or, in the case of any series of Securities on which semi-annual interest is not payable, not more than 15 days after such semi-annual dates as may be specified by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date or semi-annual date, as the case may be, and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Trustee is Security Registrar for any action taken by it as series of Securities, no such in accordance list shall be required to be furnished with the directions of the Trusteerespect to any such series.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50.000.000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There From time to time the Trustee, with the prior written approval of the Company, may be appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company Securities with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series, or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306 and 1104, as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any Securities by an Authenticating Agent pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities "by the Trustee." Each such Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000, and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 614 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in the case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12614, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, shall give with the prior written notice approval of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section 614. The Company Trustee agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it services under this Section 614 as such may be agreed in accordance with a separate writing among the directions of Company, the Trustee, and such Authenticating Agent, and the Trustee shall be entitled to be reimbursed for such payments pursuant to Section 607. If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, 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 form set forth in Section 205.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a 36 combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be From time to time, the Trustee may, subject to its sole discretion, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon the request Notes of a particular tranche, which may include any director or officer of the Company Company, the Guarantor or any Affiliate with power to act on its behalf in the name of the Trustee and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange or registration the Notes of transfer thereof such tranche in connection with registrations of transfers and exchanges under Sections 2.6, 2.7, and 3.7 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions such Notes. For all purposes of the Authenticating Agent with respect to this Indenture the authentication and delivery of Debenturessuch Notes by an Authentication Agent for such Notes pursuant to this Section shall be deemed to be authentication and delivery of such Notes “by the Trustee” for the Notes of such series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state State thereof, or territory thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, and, if other than an Affiliate of the Trustee, having a combined capital and surplus of at least $50,000,000.00 10,000,000, and being subject to supervision or examination by federalFederal, stateState, territorial or District of Columbia authority. If such corporation 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency appointment of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCompany in the manner set forth in Section 12.2. 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 6.12Section, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Notes of such holders appear on tranche in the Debenture Registermanner set forth in Section 12.3. Any successor Authenticating Agent upon acceptance of its his appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its his predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to any corporation that has been appointed as Authenticating Agent from time to time reasonable compensation for its such services. Any If an appointment with respect to the Notes of a particular tranche is made pursuant to this Section, the Notes of such tranche may have endorsed thereon, in addition to the Trustee’s certification of authentication, an alternate certificate of authentication in the following form: “This is one of the Notes designated therein described in the within-mentioned Indenture. [-----------------------], as Trustee By: As Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.By:

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 ________ and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, may promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be At any time when any of the Securities of any series remain Outstanding, the Trustee for the Securities of such series may, subject to its sole discretion, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request Issuer, any of the Company Guarantors or any Affiliate of the Issuer or any of the Guarantors, with power to act on its the Trustee’s behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange or registration Securities of transfer thereof such series in connection with transfers and exchanges under Sections 304, 305 and 1107 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of such series by an Authenticating Agent for such Securities pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia State, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial Federal or District of Columbia State authority. If such corporation 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 6.12 614 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any Authenticating Agent for any series of Securities may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the CompanyIssuer. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer in the manner set forth in Section 105. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12614, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company Issuer and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Securities of such holders appear on series in the Debenture Registermanner set forth in Section 106. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent hereinAgent. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614. If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, the Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Trustee’s certification of authentication, an alternate certificate of authentication in the following form: Back to Contents “This is one of the Trustee.Securities of the series designated therein described in the within-mentioned Indenture. _______________________________________ , as Trustee By _______________________________________ By _______________________________________ As Authenticating Agent Authorized Signatory” ARTICLE SEVEN

Authenticating Agents. There From time to time the Trustee, in its sole discretion, may be appoint one or more Authenticating Agents appointed by with respect to one or more series of Securities, which may include the Trustee upon the request Company or any Affiliate of the Company Company, with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 3.4, 3.5, 3.6, and 11.7 as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities by an Authenticating Agent pursuant to this Section shall be deemed to be authentication and delivery of such Securities "by the Trustee". Any Each such Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 and being 25,000,000 and, if other than the Company or any Affiliate of the Company, subject to supervision or examination by federal, state, territorial State or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such Authenticating Agentsuccessor corporation. Any Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, which shall give written notice of such appointment be acceptable to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Trustee.Securities of the series designated therein referred to in the within-mentioned Indenture. ____________________, as Trustee By___________________________ As Authenticating Agent

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Debt Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesDebt Securities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesDebt Securities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures Debt Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Debt Securities as the names and addresses of such holders appear on the Debenture Debt Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures Debt Securities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.Authenticating

Authenticating Agents. There The Trustee may be from time to time appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company with power Securities, which shall be authorized to act on its behalf of the Trustee and subject to its direction in the authentication authenticating and delivery delivering Securities of Debentures issued upon exchange or registration of transfer thereof such series pursuant hereto as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; providedSecurities of such series, however, that the Trustee and Securities so authenticated shall have no liability be entitled to the Company benefits of this Indenture and shall be valid and obligatory for any acts or omissions of all purposes as though authenticated by the Authenticating Agent with respect Trustee. Wherever reference is made in this Indenture to the authentication and or delivery of DebenturesSecurities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication or delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Any such Each Authenticating Agent shall at all times be a corporation (including a banking association) organized and doing business under the laws of the United States of America or of any state State or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating AgentColumbia, having a combined capital and surplus of at least five million dollars ($50,000,000.00 5,000,000) authorized under such laws to exercise corporate trust powers and being subject to supervision or examination by federal, state, territorial territorial, or District of Columbia authorityauthorities. If such corporation publishes reports of condition at least annually annually, pursuant to law or to the requirements of such the aforesaid supervising or examining authority, then for the purposes of this Section 6.12 Section, 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion succeeding to which any the corporate agency business of an Authenticating Agent shall continue to be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, 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 Authenticating Agentsuccessor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any an Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture RegisterAgent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section. 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 among other things the duties to authenticate and deliver Securities of any series for which it has been appointed an Authenticating Agent when presented to it in connection with exchanges, registrations of transfer or any redemptions or conversions 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 acts or failures to act of the Authenticating Agent but it shall have no responsibility or liability for any action taken by it as such in accordance with at the directions specific written direction of the Trustee.

Authenticating Agents. There From time to time the Trustee, with the prior written approval of the Company, may be appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company Securities with power to act on its the Trustee’s behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series, or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306 and 1104, as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any Securities by an Authenticating Agent pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities “by the Trustee.” Each such Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000, and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 614 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in the case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12614, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, shall give with the prior written notice approval of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section 614. The Company Trustee agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section 614 as may be agreed in a separate writing among the Company, the Trustee, and such Authenticating Agent, and the Trustee shall be entitled to be reimbursed for such payments pursuant to Section 607. Any Authenticating If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, 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 form set forth in Section 205. SECTION 615. The Principal Paying Agent, the Paying and Transfer Agent and Transfer Agent The Principal Paying Agent, the Paying and Transfer Agent and Transfer Agent shall have no responsibility or liability for any action taken by it be afforded the same rights, protections, immunities and indemnities as such in accordance with the directions of the TrusteeTrustee is afforded hereto.

Authenticating Agents. There may be one 1 or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures the applicable series of Securities as the names and addresses of such holders appear on the Debenture RegisterSecurity register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company Corporation with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company -------- Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyCorporation. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Corporation, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the written directions of the Trustee.

Authenticating Agents. There may be one or more ----------------------- Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability -------- ------- to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There The Trustee may be appoint one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such 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. Each Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures the applicable series of Securities as the names and addresses of such holders appear on the Debenture RegisterSecurity register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to shall pay to any Authenticating Agent from time to time reasonable compensation for its servicesservices as may be periodically agreed by them in writing. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.. If an appointment with respect to one of more series of Securities is made pursuant to this Section, the Securities of such series may have endorsed thereon an alternative certificate of authentication in the following form: "This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK As Trustee By:_____________________________________ As Authenticating Agent By:_____________________________________ Authorized Officer"

Authenticating Agents. There From time to time the Trustee, in its sole discretion, may be appoint one or more Authenticating Agents appointed by with respect to one or more series of Securities, which may include the Trustee upon the request Company or any Affiliate of the Company Company, with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 3.4, 3.5, 3.6, and 11.7 as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities by an Authenticating Agent pursuant to this Section shall be deemed to be authentication and delivery of such Securities "by the Trustee". Any Each such Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 and being 25,000,000 and, if other than the Company or any Affiliate of the Company, subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately immedi- ately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such Authenticating Agentsuccessor corporation. Any Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, which shall give written notice of such appointment be acceptable to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company Trustee agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7. Any If an appointment with respect to one or more series of Securities is made pursuant to 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 By ---------------------------- Authorized Officer The provisions of Sections 3.9, 6.4 and 6.5 shall have no responsibility or liability for be applicable to any action taken by it as such in accordance with the directions of the TrusteeAuthenticating Agent.

Authenticating Agents. There The Trustee may be from time to time appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company with power Securities, which shall be authorized to act on its behalf of the Trustee and subject to its direction in the authentication authenticating and delivery delivering Securities of Debentures issued upon exchange or registration of transfer thereof such series pursuant hereto as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; providedSecurities of such series, however, that the Trustee and Securities so authenticated shall have no liability be entitled to the Company benefits of this Indenture and shall be valid and obligatory for any acts or omissions of all purposes as though authenticated by the Authenticating Agent with respect Trustee. Wherever reference is made in this Indenture to the authentication and or delivery of DebenturesSecurities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication or delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Any such Each Authenticating Agent shall at all times be a corporation (including a banking association) organized and doing business under the laws of the United States or of any state State or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating AgentColumbia, having a combined capital and surplus of at least five million dollars ($50,000,000.00 5,000,000) authorized under such laws to exercise corporate trust powers and being subject to supervision or examination by federal, state, territorial territorial, or District of Columbia authorityauthorities. If such corporation publishes reports of condition at least annually annually, pursuant to law or to the requirements of such the aforesaid supervising or examining authority, then for the purposes of this Section 6.12 Section, 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion succeeding to which any the corporate agency business of an Authenticating Agent shall continue to be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, 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 Authenticating Agentsuccessor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any an Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture RegisterAgent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section. 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 among other things the duties to authenticate and deliver Securities of any series for which it has been appointed an Authenticating Agent when presented to it in connection with exchanges, registrations of transfer or any redemptions or conversions 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 acts or failures to act of the Authenticating Agent but it shall have no responsibility or liability for any action taken by it as such in accordance with at the directions specific written direction of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Authenti- 42 51 cating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Indenture Trustee upon the request of the Company with power to act on its the Indenture Trustee's behalf and subject to its the Indenture Trustee's direction in the authentication and delivery of Debentures Debt Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesDebt Securities; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesDebt Securities. Any such Authenticating Agent shall at all times be a corporation Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 6.14 the combined capital and surplus of such corporation Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, it shall resign immediately in the manner and with the effect herein specified in this SectionSection 6.14. Any corporation Person into which any Authenticating Agent may be merged or merged, converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation merger or conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and to the Company. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Indenture Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Debt Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as issuer of the Debt Securities, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Indenture Trustee.

Authenticating Agents. There From time to time the Trustee, in its sole discretion, may be appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company Securities with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306 and 1107 as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any Securities by an Authenticating Agent pursuant to this Section shall be deemed to be authentication and delivery of such Securities "by the Trustee." Each such Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any mergermerger or consolidation, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, without 38 the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such Authenticating Agentsuccessor corporation. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, which shall give written notice of such appointment be acceptable to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section. Any The Trustee shall incur no liability for the appointment of any Authenticating Agent shall have no responsibility with respect to the Securities of one or more series or for any misconduct or negligence of such Authenticating Agent, including without limitation, its authentication of the Securities upon original issuance or pursuant to Section 306. In the event the Trustee does incur liability for any action taken by it as such in accordance with the directions misconduct or negligence of the Authenticating Agent, the Company agrees to indemnify the Trustee for, and hold it harmless against, any such liability, including the costs and expenses of defending itself against any liability in connection with such misconduct or negligence of the Authenticating Agent. If an appointment with respect to one or more series of Securities is made pursuant to 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 herein referred to in the within-mentioned indenture. By BANK ONE TRUST COMPANY, N.A. --------------------------------------- As Trustee By --------------------------------------- As Authenticating Agent By --------------------------------------- Authorized Officer 39 ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to the Trustee with respect to the Securities of each series (a) semi-annually, not later than 15 days after each Regular Record Date, or, in the case of any series of Securities on which semi-annual interest is not payable, not more than 15 days after such semi-annual dates as may be specified by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date or semi-annual date, as the case may be, and

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company Corporation with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection , it 50 59 shall resign immediately in the manner and with the effect herein specified in this SectionSection . Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyCorporation. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Corporation, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, provided that the Trustee shall have no liability to the -------- Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one an Authenticating Agent or more Authenticating Agents appointed by the Trustee upon the request of the Company from time to time with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures any Securities issued upon exchange original issuance, exchange, or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent (or Authenticating Agents) had been expressly authorized to authenticate and deliver Debentures; providedsuch Securities, however, that and 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 shall have no liability to the Company for any acts or omissions hereunder. For all purposes of the Authenticating Agent with respect to this Indenture, the authentication and delivery of DebenturesSecurities by any Authenticating Agent pursuant to this Section 7.14 shall be deemed to be the authentication and delivery of such Securities "by the Trustee", and whenever this Indenture provides that "the Trustee shall authenticate and deliver" Securities or that Securities "shall have been authenticated and delivered by the Trustee", such authentication and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the Trustee. Any such 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 State or territory thereof Territory or of the District of Columbia authorized under such laws to act as Authenticating AgentColumbia, having with a combined capital and surplus of at least $50,000,000.00 50,000,000 and being authorized under such laws to act as an authenticating agent, duly registered to act as such, if and to the extent required by applicable law and subject to supervision or examination by federal, state, territorial Federal or District of Columbia State authority. If such corporation publishes reports of its condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 7.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 7.14, or to be duly registered if and to the extent required by applicable law and regulations, it shall resign immediately in the manner and with the effect herein specified in this SectionSection 7.14. Whenever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by its Authenticating Agent appointed with respect to the Securities and a certificate of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with respect to the Securities. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust authenticating agency business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 7.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. In case at the time such successor to any such agency shall succeed to such agency any of the Securities shall have been authenticated but not delivered, any such successor to such Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating Agent and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to any Authenticating Agent may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Authenticating Agent; and in all cases such certificate shall have the full force which it has anywhere in the Securities or in this Indenture provided that the certificate of the predecessor Authenticating Agent shall have had such force; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Securities in the name of any predecessor Authenticating Agent shall apply only to its successor or successors by merger, conversion or consolidation. Any Authenticating Agent may at any time resign as Authenticating Agent with respect to the Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible under this Section 6.127.14, the Trustee may, and shall, upon the request of the Company shallCompany, promptly use its best efforts to appoint a successor Authenticating Agent eligible under this Section 6.12Agent. Upon the appointment, at any time after the original issuance of the Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of such appointment to the Company and shall at the expense of the Company mail notice of such appointment to all holders Holders of Debentures Securities as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent with respect to the Securities upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if though originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 7.14 and duly registered if and to the extent required under applicable law and regulations. Any Authenticating Agent by the acceptance of its appointment with respect to the Securities 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 among other things the duties to authenticate and deliver Securities when presented to it in connection with exchanges or registrations of transfer thereof; it will keep and maintain, and furnish to the Trustee 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 7.14 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 acts or failures 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 Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services. Any Authenticating Agent , and the Trustee shall have no responsibility or liability for any action taken by such payments. The provisions of Sections 7.02(a), (b), (c), (e) and (f), 7.03, 7.04, 7.06 (insofar as it as such in accordance with pertains to indemnification), 8.01, 8.02 and 8.03 shall bind and inure to the directions benefit of each Authenticating Agent to the same extent that they bind and inure to the benefit of the Trustee.. If an appointment is made pursuant to this Section 7.14, 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 of the series designated herein and referred to in the within-mentioned Indenture. The Bank of New York Trust Company, The Bank of New York Trust Company, N.A., as Trustee N.A., as Trustee - OR - By: ____________________________ By: ___________, As Authenticating Agent Authorized Signatory By: _____________________________________ Authorized Signatory

Authenticating Agents. There From time to time the Trustee, in its sole discretion, may be appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company Securities with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306, and 1107 hereof as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities by an Authenticating Agent pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities "by the Trustee". Any Each such Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 614 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12614, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, which shall give written notice of such appointment be acceptable to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section 614. The Company Trustee agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section 614, and the Trustee shall be entitled to be reimbursed for such payments pursuant to Section 607 hereof. Any If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, 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 herein referred to in the within-mentioned Indenture. [NAME OF TRUSTEE], __________________________________ As Trustee __________________________________ As Authenticating Agent shall have no responsibility __________________________________ Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or liability cause to be furnished to the Trustee with respect to the Securities of each series (a) semi-annually, not later than 15 days after each Regular Record Date, or, in the case of any series of Securities on which semi-annual interest is not payable, not more than 15 days after such semi-annual dates as may be specified by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date or semi-annual date, as the case may be, and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Trustee is Security Registrar for any action taken by it as series of Securities, no such in accordance list shall be required to be furnished with the directions of the Trusteerespect to any such series.

Authenticating Agents. There may be one or more Authenticating Agents appointed appointed, by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state State or territory Territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, stateState, territorial Territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, hereunder if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the 77 Company with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state State or territory Territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federalFederal, stateState, territorial Territorial or District of Columbia authority. 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 6.12 8.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 8.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.128.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent with respect to the applicable series eligible under this Section 6.128.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures the applicable series of Securities as the names and addresses of such holders appear on the Debenture RegisterSecurities register. Any successor Authenticating Agent with respect to all or any series upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures such series of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Trustee agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 8.06. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the 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. CITIBANK, N.A., as Trustee By ............................. as Authenticating Agent for the Trustee By ............................. Authorized Officer 79 ARTICLE NINE.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Debt Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesDebt Securities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesDebt Securities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures Debt Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Debt Securities as the names and addresses of such holders appear on the Debenture Debt Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures Debt Securities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.. 37 45 ARTICLE VII

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its the Trustee's behalf and subject to its the Trustee's direction in the authentication and delivery of Debentures issued upon exchange transfer, conversion or registration of transfer redemption thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 6.14 the combined capital and surplus of such corporation Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation Person into which any Authenticating Agent may be merged or merged, converted or with which it may be consolidated, or any corporation Person resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Holders as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as issuer of the Debentures, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There From time to time the Trustee, in its sole discretion, may be appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company Securities with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306, and 1107 hereof as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities by an Authenticating Agent pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities "by the Trustee". Any Each such Authenticating Agent shall must (a) be reasonably acceptable to the Company and (b) at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 614 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12614, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, which shall give written notice of such appointment be acceptable to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section 614. The Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section 614. Any If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, 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 herein referred to in the within-mentioned Indenture. Dated: As Trustee As Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.Administrative Officer

Authenticating Agents. There The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which Authenticating Agent shall be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power authorized to act on its behalf and subject of the Trustee to its direction in the authentication and delivery of Debentures authenticate Securities issued upon exchange or registration substitution pursuant to this Indenture. -66- Securities authenticated by an Authenticating Agent shall be entitled to the benefits of transfer thereof as fully to this Indenture and shall be valid and obligatory for all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that if authenticated by the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect hereunder, and every reference in this Indenture to the authentication and delivery of Debentures. Any such Securities by the Trustee or the Trustee's certificate of authentication shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of America, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least not less than $50,000,000.00 50,000,000 and being subject to supervision or examination by federal, state, territorial Federal or District of Columbia State authority. If such corporation Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of such said supervising or examining authority, then for the purposes of this Section 6.12 Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 6.14. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any such Authenticating Agent shall be a party, or any corporation succeeding to all the corporate agency or substantially all of the corporate trust business of any an Authenticating Agent, shall continue to be the successor of an Authenticating Agent, provided such Authenticating Agent hereunder, if such successor corporation is shall be otherwise eligible under this Section 6.12 6.14, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the CompanyCompany and to the Guarantors. The Trustee may at any time terminate the agency of any an Authenticating Agent with respect to the Debentures by giving written notice of termination thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any such Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, which shall give be acceptable to the Company and the Guarantors and shall mail written notice of such appointment to the Company and shall mail notice of such appointment by first class mail, postage prepaid, to all holders Holders of Debentures 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 Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section 6.14. -67- The Company agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section 6.14. Any If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.14, 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. WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By: ------------------------------------ As Authenticating Agent By: ------------------------------------ Authorized Signatory ARTICLE VII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 7.1 COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The Company shall not consolidate with or merge into any other Person or convey, transfer, sell or lease all its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer, sell or lease such Person's properties and assets substantially as an entirety to the Company unless: (1) the Person formed by such consolidation or into or with which the Company is merged or the Person to which the properties and assets of the Company are so conveyed, transferred, sold or leased shall be a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and, if other than the Company, shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest (including Liquidated Damages, if any) on all of the Securities as applicable, and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and shall have no responsibility or liability provided for any action taken by it as such conversion rights in all material respects in accordance with Article XII; (2) immediately after giving effect to such transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (3) the directions Company has delivered to the Trustee an Officers' Certificate and an Opinion of the TrusteeCounsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Section 8.3.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least five million U.S. dollars ($50,000,000.00 5,000,000) and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.126.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Company, as borrower, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There From time to time the Trustee of any series of Securities, in its sole discretion, may be appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request Issuer, any of the Company Guarantors or any Affiliate of the Issuer or the Guarantors, with power to act on its the Trustee’s behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306 and 1107 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 and being 25,000,000 and, if other than the Issuer, any of the Guarantors or any Affiliate of the Issuer or the Guarantors, subject to supervision or examination by federal, state, territorial state or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such Authenticating Agentsuccessor corporation. Any Authenticating Agent for any series of Securities may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the CompanyIssuer. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures for such series by giving written notice of termination to such Authenticating Agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, which shall be acceptable to the Issuer, shall give written notice of such appointment to the Company Issuer and shall mail give written notice of such appointment to all holders Holders of Debentures Securities of such series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company Issuer agrees to pay to any the Authenticating Agent for such series from time to time reasonable compensation for its servicesservices under this Section 614. Any If an appointment with respect to one or more series of Securities is made pursuant to 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. Date: _______________ COMPUTERSHARE TRUST COMPANY, N.A., as Trustee By Authorized Signatory As Authenticating Agent By Authorized Signatory The provisions of Sections 309, 604 and 605 shall have no responsibility or liability for be applicable to any action taken by it as such in accordance with the directions of the TrusteeAuthenticating Agent.

Authenticating Agents. There From time to time the Trustee, in its sole discretion, may be appoint one or more Authenticating Agents appointed by the Trustee upon the request with respect to one or more series of the Company Securities with power to act on its the Trustee's behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange Securities of such series or registration of transfer thereof in connection with transfers and exchanges under Sections 304, 305, 306, 906, and 1107 hereof as fully to all intents and purposes as though any such the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities by an Authenticating Agent pursuant to this Section 614 shall be deemed to be authentication and delivery of such Securities "by the Trustee". Any Each such Authenticating Agent shall must at all times be a corporation organized and doing business under the laws of the United States or of States, any state or territory State thereof or of the District of Columbia Columbia, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 50,000,000 and being subject to supervision or examination by federalFederal, state, territorial State or District of Columbia authority. 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 6.12 614 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 614, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 614. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 614, 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 Authenticating Agentsuccessor corporation. Any An Authenticating Agent may resign at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyTrustee. 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 6.12614, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Debentures Securities of the series with respect to which such Authenticating Agent will serve, as the names and addresses of such holders Holders appear on the Debenture Security Register. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section 614. The Company Trustee agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section 614, and the Trustee shall be entitled to be reimbursed for such payments pursuant to Section 607 hereof. Any If an appointment with respect to one or more series of Securities is made pursuant to this Section 614, 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 herein referred to in the within-mentioned Indenture. JPMorgan Chase Bank, as Trustee By:__________________________________ as Authenticating Agent shall have no responsibility By:__________________________________ Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or liability cause to be furnished to the Trustee with respect to the Securities of each series (a) semi-annually, not later than 15 days after each Regular Record Date, or, in the case of any series of Securities on which semi-annual interest is not payable, not more than 15 days after such semi-annual dates as may be specified pursuant to Section 301(19) or by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date or semi-annual date, as the case may be, and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; PROVIDED, however, that if and so long as the Trustee is Security Registrar for any action taken by it as series of Securities, no such in accordance list shall be required to be furnished with the directions of the Trusteerespect to any such series.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Debenture Trustee upon the request of the Company Corporation with power to act on its the Debenture Trustee's behalf and subject to its the Debenture Trustee's direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Debenture Trustee shall have no liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 6.14 the combined capital and surplus of such corporation Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation Person into which any Authenticating Agent may be merged or merged, converted or with which it may be consolidated, or any corporation Person resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Debenture Trustee and to the CompanyCorporation. The Debenture Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Debenture Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders of Debentures Securityholders as the names and addresses of such holders appear on the Debenture Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company Corporation, as issuer of the Securities, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Debenture Trustee.

Authenticating Agents. There The Trustee may appoint an additional Authenticating Agent or Agents with respect to the Securities which shall be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power authorized to act on its behalf and subject of the Trustee to its direction in the authentication and delivery of Debentures authenticate Securities issued upon exchange or registration substitution pursuant to this Indenture. Securities authenticated by an Authenticating Agent shall be entitled to the benefits of transfer thereof as fully to this Indenture and shall be valid and obligatory for all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that if authenticated by the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect hereunder, and every reference in this Indenture to the authentication and delivery of Debentures. Any such Securities by the Trustee or the Trustee's certificate of authentication shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States or of America, any state or territory thereof or of State thereof, the District of Columbia or Luxembourg authorized under such laws to act as Authenticating Agent, having a combined capital Agent and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial government or District of Columbia other fiscal authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this SectionSection 6.12. Any corporation into which any an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or conversion to which any such Authenticating Agent shall be a party, or any corporation succeeding to all the corporate agency or substantially all of the corporate trust business of any an Authenticating Agent, shall continue to be the successor of an Authenticating Agent, provided such Authenticating Agent hereunder, if such successor corporation is shall be otherwise eligible under this Section 6.12 6.12, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or such the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Debenture Trustee upon the request of the Company Corporation with power to act on its the Debenture Trustee's behalf and subject to its the Debenture Trustee's direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities; provided, however, that the Debenture Trustee shall have no liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 6.14 the combined capital and surplus of such corporation Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation Person into which any Authenticating Agent may be merged or merged, converted or with which it may be consolidated, or any corporation Person resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Debenture Trustee and to the CompanyCorporation. The Debenture Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Debenture Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.14, shall give written notice of such appointment to the Company Corporation and shall mail notice of such appointment to all holders The Corporation, as issuer of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rightsSecurities, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Debenture Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Debenture Trustee upon the request of the Company Corporation with power to act on its the Debenture Trustee's behalf and subject to its the Debenture Trustee's direction in the authentication and delivery of Debentures Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Debenture Trustee hereunder; provided, however, that the Debenture Trustee shall have no liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities. Any such Authenticating Agent shall at all times be a corporation Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 6.14 the combined capital and surplus of such corporation Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation Person into which any Authenticating Agent may be merged or merged, converted or with which it may be consolidated, or any corporation Person resulting from any merger, merger or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation Person is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Debenture Trustee and to the CompanyCorporation. The Debenture Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.126.14, the Debenture Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.Section

Authenticating Agents. There may be one or more ----------------------- Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the ------------------ Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debentures. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 6.12 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

Authenticating Agents. There may be From time to time the Trustee for the Securities of any series may, subject to its sole discretion, appoint one or more Authenticating Agents appointed by with respect to the Trustee upon Securities of such series, which may include the request Company or any Affiliate of the Company Company, with power to act on its the Trustee’s behalf and subject to its direction discretion in the authentication and delivery of Debentures issued upon exchange or registration Securities of transfer thereof such series in connection with transfers and exchanges under Sections 304, 305 and 1107 as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Debentures; providedSecurities of such series. For all purposes of this Indenture, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of such series by an Authenticating Agent for such Securities pursuant to this Section shall be deemed to be authentication and delivery of such Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia State, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of at least $50,000,000.00 100,000,000 and being subject to supervision or examination by federal, state, territorial federal or District of Columbia State authority. If such corporation 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 6.12 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. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it such Authenticating Agent shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such Authenticating Agentsuccessor corporation. Any Authenticating Agent for any series of Securities may resign at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent and to the CompanyCompany in the manner set forth in Section 105. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent for any series of Securities shall cease to be eligible under this Section 6.12Section, the Trustee may, and upon the request of the Company shall, promptly for such series may appoint a successor Authenticating Agent eligible under this Section 6.12Agent, shall give written notice of such appointment to the Company and shall mail give written notice of such appointment to all holders Holders of Debentures as the names and addresses Securities of such holders appear on series in the Debenture Registermanner set forth in Section 106. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers, powers and duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent hereinshall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to any Authenticating Agent for such series from time to time reasonable compensation for its services. Any Authenticating Agent shall If an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have no responsibility or liability for any action taken by it as such endorsed thereon, in accordance with addition to the directions Trustee’s certification of authentication, an alternate certificate of authentication in the following form: “This is one of the Trustee.Securities of the series designated therein described in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: DEUTSCHE BANK NATIONAL TRUST COMPANY By By HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Authenticating Agents. There may be one or more Authenticating Agents appointed by the Debt Trustee upon the request of the Company Corporation with power to act on its behalf and subject to its direction in the authentication and delivery of Debentures Securities of any series issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver DebenturesSecurities of such series; provided, however, that the Debt Trustee shall have no liability to the Company Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of DebenturesSecurities of any series. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state State or territory Territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 5,000,000 and being subject to supervision or examination by federalFederal, stateState, territorial Territorial or District of Columbia authority. 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 6.12 6.14 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. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Debt Trustee and to the CompanyCorporation. The Debt Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures one or more or all series of Securities by giving written notice of termination to such Authenticating Agent and to the CompanyCorporation. 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 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.Section

Authenticating Agents. There may be Upon the request of the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class E Notes, the Trustee shall, and if the Trustee so chooses the Trustee may, pursuant to this Indenture, appoint one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and delivery of Debentures issued upon exchange or registration of transfer thereof exchanges under Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully to all intents and purposes as though any each such Authenticating Agent had been expressly authorized by such Sections to authenticate and deliver Debentures; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debenturessuch Notes. Any such Authenticating Agent shall at For all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. 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 Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 6.12 the combined capital and surplus of such corporation 2.12 shall be deemed to be its combined capital and surplus as set forth in its most recent report the authentication of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with Notes by the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this SectionTrustee. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent 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 such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating AgentAgent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Issuer and to the CompanyCo-Issuer. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such Authenticating Agent Agent, the Issuer and to the CompanyCo-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 6.12, the Trustee may, and upon the request of the Company shall, shall promptly appoint a successor Authenticating Agent eligible under this Section 6.12, and shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Authenticating Agent hereinIssuer. The Company Trustee agrees to pay to any each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.7 hereof. Any The provisions of Sections 2.9, 6.4 and 6.5 hereof shall be applicable to any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the TrusteeAgent.