Common use of An Authenticating Agent Clause in Contracts

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the Guarantor. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the Guarantor. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuers and the Guarantor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________, as Trustee, By________________________________________ Authorized Officer 58 ARTICLE NINE Supplemental Indentures

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Issuers and the GuarantorCompany. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series 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 series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. [ ], as Trustee, by_________________________________, as Trustee, By_____________ As Authenticating Agent by____________________________ Authorized Officer 58 ARTICLE NINE Supplemental Indentures

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Issuers Company and shall give notice of such appointment in the Guarantormanner provided in Section 1.6, to all Holders as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth described in the within-mentioned Indenture that is issued under the within-mentioned Indenture. Dated: As Trustee By_________________________________, as Trustee, _ As Authenticating Agent By________________________________________ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. as Trustee By: _________________________________, as Trustee, _ As Authenticating Agent By______________: __________________________ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _______DATED: STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee By __________________________, as Trustee, By______________Authenticating Agent By __________________________ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the Guarantor. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the Guarantor. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuers and the Guarantor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________BANK ONE TRUST COMPANY, NA, as Trustee, By________________________________________ By ---------------------------------------- Authenticating Agent By ---------------------------------------- Authorized Officer Signatory 58 ARTICLE NINE Supplemental Indentures

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Issuers Company and shall give notice of such appointment in the Guarantormanner provided in Section 1.06 to all Holders of Securities. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series either series may have endorsed thereon, in addition to lieu of the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________The Bank of New York, as TrusteeAs Trustee By.................................................., By________________________________________ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesAs Authenticating Agent

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________, FIRST UNION NATIONAL BANK as Trustee, Trustee By________________________________________ : --------------------------------- As Authenticating Agent By: --------------------------------- Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers Subordinated Indenture and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series 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 series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. , as Trustee, by _________________________________, as Trustee, By____________ As Authenticating Agent by _____________________________ Authorized Officer 58 ARTICLE NINE Supplemental Indentures

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________STATE STREET BANK AND TRUST COMPANY, as Trustee, Trustee By________________________________________ : ------------------------------ As Authenticating Agent By: ------------------------------ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 7.15, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Issuers Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the GuarantorRegister. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 7.15. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 7.15, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 7.07 hereof. If an appointment with respect to one or more Series is made pursuant to this SectionSection 7.15, the Securities of such Series Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth Notes described in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________---------------------------------------, as TrusteeAs Trustee By ------------------------------------, By________________________________________ As Authenticating Agent By ------------------------------------- Authorized Officer 58 ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. ____DATED: _____________________________, as Trustee, ByTrustee By __________________________, as Authenticating Agent By __________________________ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that Agent, which shall be acceptable to the Issuers Company and shall give notice of such appointment in the Guarantormanner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions provision of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payment, subject to the provisions of Section 6.7. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-within mentioned Indenture. Dated:____________________________ BANKERS TRUST COMPANY, as Trustee By:_________________________________, as Trustee, By_____ As Authenticating Agent Name: Title: By:____________________________________ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesName: Title:

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________STATE STREET BANK AND TRUST COMPANY, N.A. as Trustee, Trustee By________________________________________ : ----------------------------------------- As Authenticating Agent By: ----------------------------------------- Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 7.14, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Issuers Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all holders of Securities as their names and addresses appear in the GuarantorSecurity register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 7.14. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 7.14. If an appointment with respect to one or more Series is made pursuant to this SectionSection 7.14, the Securities of such Series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: Dated: This is one of the Securities of the Series designated as set forth Notes described in the within-mentioned Indenture that is issued under the within-mentioned Indenture. ____________The Chase Manhattan Bank, As Trustee [AUTHENTICATING AGENT] As Authenticating Agent By_____________________, as Trustee, By________________________________________ Authorized Officer 58 Signatory ARTICLE NINE Supplemental IndenturesEIGHT

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________, FIRST UNION NATIONAL BANK as Trustee, Trustee By________________________________________ : ------------------------------ As Authenticating Agent By: ------------------------------ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Issuers and the GuarantorCompany. The Trustee may at any time (and upon request by the Applicable Issuer shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers and the GuarantorCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by the Issuers and the GuarantorCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. _________________________________, as Trustee, By[_____________________________________], as Trustee By: __________________________________ As Authenticating Agent By: __________________________________ Authorized Officer 58 ARTICLE NINE Supplemental IndenturesSignatory