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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. Wells Fargo Bank Minnesota, N.A., as Trustee ▇y ____________________________ 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 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 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. ARTICLE WI.

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 them 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 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.as

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. 36 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 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 such 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 such compensation for its servicesservices as shall be agreed to in writing between the Company and such Authenticating Agent. 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 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 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. Dated: ---------------------------- As Trustee -55- 66 ---------------------------- As Authenticating Agent shall have no responsibility ---------------------------- Administrative 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 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 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, 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 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: /s/ Trustee As Trustee /s/ Authenticating Agent shall have no responsibility As Authenticating Agent /s/ Administrative Officer Administrative 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 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 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 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 one or more Authenticating Agents appointed by the Trustee upon Trustee, with the request consent of the Company with Company, having power to act on its behalf of the Trustee and subject to its direction in the authentication and delivery of Debentures Debt Securities of one or more 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 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 Debt Securities. 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 or territory State 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 Federal or District of Columbia State 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 7.11 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 7.11, 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 6.127.11, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.127.11, and shall give written notice of such appointment to the Company and to the Holders of Debt Securities at their addresses as they shall mail notice of such appointment to all holders of Debentures as the names and addresses of such holders appear on the Debenture Registerregistry books of the Company. 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 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 7.05. 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.25

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 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; providedPROVIDED, howeverHOWEVER, 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 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. Center Bancorp, Inc./Indenture/Floating Rate 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, howeverPROVIDED, 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 Authenticat ing 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 Authenticat ing 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 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 CompanyCompany and the Guarantor. 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 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 6.12, 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 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 Bank 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 Bank 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 CompanyBank. 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 CompanyBank. 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 Bank shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company Bank 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 Bank 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 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 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 Authenticat ing 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 Authenti cating Agent with respect to the Debentures one or more or all series of Securi ties by giving written notice of termination to such Authenticating Authenticat ing 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 50 Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions direc tions 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 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 Authenticat ing 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 Authenticat ing 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 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.the

Authenticating Agents. There may be (a) 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 Securities of the Company any series, 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 Securities of transfer thereof such series in connection with transfers and exchanges under Sections 3.4, Section 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; provided, however, that the Trustee shall have no liability to the Company Securities of such series. For all purposes of this Indenture and for any acts or omissions purposes of the Authenticating Agent with respect to Canada Business Corporations Act, the authentication and delivery of Debenturessuch Securities of such series by an Authentication 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 either (i) 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 Agent, having a combined capital and surplus not less than that, if any, required on the part of at least $50,000,000.00 an Authenticating Agent in accordance with applicable law, and being subject to supervision or examination by federalUnited States or State authority, stateor (ii) a corporation or other Person organized and doing business under the laws of Canada or any Province thereof, territorial or District England, or Luxembourg, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus not less than that, if any, required on the part of Columbia authorityan Authenticating Agent in accordance with applicable law, and subject to supervision or examination by governmental authority of its jurisdiction of incorporation and organization. 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 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. . (b) 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 1.5. 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 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 manner set forth in accordance with the directions of the TrusteeSection 1.

Authenticating Agents. There may be From time to time the Trustee may, subject to its sole discretion, and shall, upon Issuer Request and for such period as the Issuer shall elect, appoint one or more Authenticating Agents appointed by Agents, which may include any Guarantor or any Affiliate (other than the Trustee upon the request Issuer) of the Company such Guarantor, 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 of transfer thereof Debt Securities in connection with transfers and exchanges under Sections 303, 304, 305, 1009 and 1108 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. 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. such Debt Securities by an Authenticating Agent pursuant to this Section shall be deemed to be authentication and delivery of such Debt Securities “by the Trustee.” Any such Authenticating Agent shall (except in the case of any Guarantor or any Affiliate (other than the Issuer) of such Guarantor) 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 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 CompanyIssuer and each of the Guarantors. The Trustee may at any time and shall, upon 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 and each of the Guarantors 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 shall cease to be eligible under this Section 6.12Section, the Trustee may, may and upon the request of the Company shall, promptly upon 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 each of the Guarantors and shall mail give written notice of such appointment to all holders of Debentures as Holders in the names and addresses of such holders appear on the Debenture Registermanner set forth in Section 106. 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 from time to time reasonable compensation for its such services. Any If an appointment is made pursuant to this Section, the Debt Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form: “This is one of the Debt Securities described in the within-mentioned Indenture. [Name of Authenticating Agent] 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 By

Authenticating Agents. There The Trustee may be appoint an Authenticating Agent or Agents with respect to one or more Authenticating Agents appointed series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction hereunder. Wherever reference is made 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 this Indenture to the authentication and delivery of DebenturesSecurities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. 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 America, any state or territory 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 $50,000,000.00 10,000,000 and, together with the bank holding company of which it is a wholly owned subsidiary, a combined capital and being surplus of at least $100,000,000, and subject to supervision or examination by federalFederal, state, territorial state or District of Columbia authority. If either such corporation Person publishes reports of its condition at least annually annually, pursuant to law or the requirements of such said supervising or examining authority, then then, for the purposes of this Section 6.12 Section, 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 to act as such 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, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or -39- any corporation succeeding to all the corporate agency or substantially all of the corporate trust business of any Authenticating Agent, shall continue to be the successor of such Authenticating Agent hereunder; provided, if that such successor corporation is shall be 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 such Authenticating Agent. 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 to act as such 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, which shall give written notice of such appointment be acceptable 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 applicable series 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 under this Section shall become vested with all the rights, powers, duties and responsibilities with respect to the Debentures obligations of its predecessor hereunder, with like effect as if originally initially named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have represented to the Trustee that it is eligible for appointment as Authenticating Agent hereinunder this Section and 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 Securities when presented to it in connection with exchanges, registrations of transfer thereof or pursuant to Section 306; 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; and it will notify the Trustee promptly if it shall cease to be eligible to act as Authenticating Agent in accordance with the provisions of this Section. Any Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent shall have no liability for any action taken by it in accordance with the specific written direction of the Trustee. The Company Trustee agrees to pay to any each Authenticating Agent from time to time reasonable compensation for its servicesservices under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. Any Authenticating Agent shall If an appointment with respect to one or more series 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 alternative certificate of authentication in the following form: -40- This is one of the TrusteeSecurities of the series designated herein referred to in the within-mentioned Indenture.

Authenticating Agents. There The Trustee may be one or more appoint an agent (the “Authenticating Agents appointed Agent”) reasonably acceptable to the Issuers to authenticate the Securities, and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Unless limited by the Trustee upon the request terms 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 such appointment, any such Authenticating Agent had been expressly authorized to may authenticate and deliver Debentures; provided, however, that Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. 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 if authenticated by the Authenticating Agent with respect to the authentication and delivery of DebenturesTrustee hereunder. Any such Each Authenticating Agent shall at all times be a corporation an entity organized and doing business under the laws of the United States U.S. federal or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agentlaws, 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 U.S. federal or District of Columbia state authority. If such corporation entity publishes reports of its condition at least annually annually, pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 7.13 the combined capital and surplus of such corporation entity 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 to act as such in accordance with the provisions of this SectionSection 7.13, it shall resign immediately in the manner and with the effect herein specified in this SectionSection 7.13. Any corporation entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, conversion or consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation entity succeeding to all or substantially all of the corporate trust agency business of any Authenticating Agent, shall be the successor of such the Authenticating Agent hereunder, if such successor corporation entity is otherwise eligible under to act as such in accordance with the provisions of this Section 6.12 7.13, 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 entity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuers. 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 CompanyIssuers. Upon receiving such a notice of or resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under to act as such in accordance with the provisions of this Section 6.127.13, the Trustee may, and upon the request of the Company shall, promptly may appoint a successor Authenticating Agent eligible under this Section 6.12authenticating agent. Upon the appointment, at any time after the original issuance of any of the Securities, of any successor, additional or new authenticating agent, the Trustee shall give written notice of such appointment to the Company Issuers and shall mail at the expense of the Issuers give notice of such appointment to all holders Holders of Debentures as Securities of the names and addresses of series with respect to which such holders appear on Authenticating Agent will serve in the Debenture Registermanner provided in Section 1.05. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder pursuant to the provisions of this Section 7.13 shall become vested with all the rights, powers, duties and responsibilities with respect to the Debentures obligations of its predecessor hereunder, with like effect as if originally named initially appointed as an Authenticating Agent. No successor authenticating agent shall be appointed unless eligible to act as such in accordance with the provisions of this Section 7.13. Any Authenticating Agent, by the acceptance of its appointment, shall be deemed to have agreed with the Trustee to indemnify the Trustee against any loss, liability or expense incurred by the Trustee and to defend any claim asserted against the Trustee by reason of any acts or failures to act of such Authenticating Agent, but such Authenticating Agent hereinshall have no liability for any action taken by it in accordance with the specific written direction of the Trustee. The Company agrees Issuers agree to pay to any each Authenticating Agent from time to time reasonable compensation and expenses for its services. Any The provisions of Section 7.04, Section 7.05 and Section 7.08 shall inure to the benefit of each Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with to the directions same extent that they inure to the benefit of the Trustee.. If an appointment with respect to one or more series is made pursuant to this Section 7.13, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities of the series designated therein issued under the within-mentioned Indenture. Wilmington Trust, National Association, as Trustee By: [FULL LEGAL NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Authorized Signatory Dated:

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 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; 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 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 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 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 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 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 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 607. Any 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 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 Debt Securities, of the series designated herein, described in the within-mentioned Indenture. _______________________________ By:____________________________ As Authenticating Agent By:___________________________ Authorized Officer" ARTICLE SEVEN HOLDERS' REPORTS BY TRUSTEE AND COMPANY SECTION 701. Preservation of Information; Company to Furnish Trustee Names ------------------------------------------------------------- and Addresses of Holders. ------------------------ The Company shall have no responsibility furnish or liability for any action taken by it as such in accordance with the directions of cause to be furnished to 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 or redemptions, 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 fifty million dollars ($50,000,000.00 50,000,000) 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 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 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 6.15 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 6.15 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 6.126.15, the Debenture Trustee may, and upon the request of the Company Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.126.15, shall give written notice of such appointment to the Company Corporation and the Corporation 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 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 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 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 DebenturesNotes; 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 DebenturesNotes. 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 25 30 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 Noteholders 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.. ARTICLE VII

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; providedPROVIDED, howeverHOWEVER, 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 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 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 the request Securities of such series, which may include any director or officer of the Company 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 Securities of transfer thereof such series 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; provided, however, that the Trustee shall have no liability to the Company for any acts or omissions Securities of the Authenticating Agent with respect to such series. For all purposes of this Indenture the authentication and delivery of Debenturessuch Securities of such series by an Authentication 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 director or officer of 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 25,000,000, 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 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 Trustee for such series and to the Company. The Trustee for any series of Securities 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 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 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 hereinNo successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company Trustee for the Securities of each series agrees to pay to any corporation any director or officer of which has been appointed as Authenticating Agent for such series from time to time reasonable compensation for its such 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 or 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. Comerica Bank, as Trustee By -------------------------- As Authenticating Agent" ARTICLE SEVEN

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: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, 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 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 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 From time to time the Trustee for the Securities of any series 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 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 or registration Securities of transfer thereof such series in connection with transfers and exchanges under Section 3.5, Section 3.6 and Section 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; 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 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 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 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 agrees to pay to any Authenticating Agent for such series from time to time reasonable compensation for its services. 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 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.” DEUTSCHE BANK TRUST COMPANY AMERICAS, 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: [Authorized Signatory]

Authenticating Agents. There may be From time to time the Trustee for the Securities of any series may, in 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 Issuers or any Affiliate of the Company Issuers, 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, 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 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 CompanyIssuers. 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 CompanyIssuers 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 Issuers 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 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 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." _______________________, as Trustee By _______________________ 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.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 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 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. ---------------------------------- 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 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 50,000,000 and being 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 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 6.12Section, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12Section, 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 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 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: _______________ ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, 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 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 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 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. - 42 - 52 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 acceptable to the Corporation and 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 If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in addition to the Debenture Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within mentioned Indenture. Dated: Wilmington Trust Company, 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: ---------------------------------------- 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 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 37 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 SECTION 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 SECTION 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 6.12SECTION 6.14, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12SECTION 6.14, 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 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 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 agrees to pay to any Authenticating Agent for such series from time to time reasonable compensation for its services. 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 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 By__________________________________ As Authenticating Agent shall have no responsibility By__________________________________ Authorized Officer" ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. With respect to each particular series of Securities, the Company will furnish or liability cause to be furnished to the Trustee for any action taken by it as the Securities of such in accordance with the directions of the Trustee.series,

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, 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 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 may be At any time when any of the Notes remain Outstanding, the Trustee, subject to its sole discretion, appoint one or more Authenticating Agents appointed by Agents, 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 discretion in the authentication and delivery of Debentures issued upon exchange or registration of transfer thereof Notes in connection with transfers and exchanges under Sections 3.05 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 Indenture to authenticate and deliver Debentures; providedNotes. 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 DebenturesNotes by an Authenticating Agent for such Notes pursuant to this Section shall be deemed to be authentication and delivery of such Notes “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 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 U.S. 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 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 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 CompanyCompany 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 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 Notes in the names and addresses of such holders appear on the Debenture Registermanner set forth in Section 1.06. 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 If an appointment with respect to the Notes is made pursuant to this Section, the Notes 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. HSBC Bank USA, National Association, as Trustee By 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.As Authenticating Agent