Common use of Appointment of Authenticating Agent Clause in Contracts

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 1061.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 6076.07. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE[ ], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYVII

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: Name of Authenticating Agent] ___________________________ by As Authenticating Agent By: ___________________________ by As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent ___________________________ Dated _____________________

Appointment of Authenticating Agent. The At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus (together with its parent) of not less than $50,000,000 100,000,000 and subject to supervision or examination by Federal federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The (a) At any time when any of the Securities remain Outstanding, the Trustee may may, and upon request of the Company, shall, appoint an Authenticating Agent or Agents with respect to any one or more series of Securities Securities, which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and 3.6. Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY6.14.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company Issuers and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the CompanyIssuers, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyIssuers. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyIssuers. 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 with respect to any series of Securities which shall be acceptable to the Company Issuers and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company Issuers for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE]U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYVII

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [NAME OF TRUSTEE] As Trustee By [NAME OF AUTHENTICATING AGENT], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned Indenture. [TRUSTEE]THE BANK OF NEW YORK, AS TRUSTEE By: as Trustee, by As Authenticating Agent By: by As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent Dated

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: Name of Authenticating Agent] _________________________ by As Authenticating Agent By: _________________________ As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent Dated ____________________

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: Name of Authenticating Agent] by As Authenticating Agent By: By As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent Dated

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: Name of Authenticating Agent] by As Authenticating Agent By: by As Authorized Signatory Dated ARTICLE VII HOLDERSSecurityholders’ LISTS AND REPORTS BY TRUSTEE AND COMPANYLists and Reports by Trustee and Company

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 1061.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE]U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYVII

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned Indenture. [TRUSTEE]THE BANK OF NEW YORK MELLON, AS TRUSTEE Byas Trustee, by: As Authenticating Agent Byby: As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent Dated:

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of the Securities which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate the Securities of such Series series, including Securities issued upon original issue and upon issue, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, ; and Securities of such series so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if though authenticated by the Trustee hereunderTrustee. Wherever reference is made in this Indenture to the authentication and delivery of the Securities of such any series by the Trustee or to the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an such Authenticating Agent so appointed with respect to for such series and a certificate of authentication executed on behalf of the Trustee by an such Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company Corporation and shall at all times be either (i) a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authorityauthority or (ii) a corporation or other Person organized and doing business under the laws of Canada or any province thereof or England or Luxembourg, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by governmental authority of its jurisdiction of incorporation and organization. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidatedconsolidated or amalgamated, or any corporation resulting from any merger, conversion conversion, consolidation or consolidation amalgamation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an any Authenticating Agent, shall continue be the successor to be an such Authenticating Agent with respect to all series of the Securities for which it served as Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyCorporation. The Trustee may at any time terminate the agency appointment of an any Authenticating Agent by giving written notice thereof 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 such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company Corporation and shall give shall, at the expense of the Corporation, provide notice of such appointment to all Holders of the Securities of such series affected thereby in the manner provided in Section 106610 with respect to the appointment of a successor Trustee. 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 though originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee Corporation 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYhereunder.

Appointment of Authenticating Agent. The At any time when any of the Junior Subordinated Notes remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which Junior Subordinated Notes that shall be authorized to act on behalf of the Trustee to authenticate the Securities Junior Subordinated Notes of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306304, and Securities of such series Junior Subordinated Notes 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Junior Subordinated Notes 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities Junior Subordinated Notes, if any, of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 306, 604 and the Trustee 605 shall be entitled applicable to be reimbursed by the Company for such payments, subject to the provisions of Section 607each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities Junior Subordinated Notes 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 Junior Subordinated Notes of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Trustee By As Authenticating Agent By: By Authorized Signatory ARTICLE VII SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Debt Securities of one or more series, or any series of Securities Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate the Debt Securities of such Series series or Tranche issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Debt Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of AmericaStates, any State or territory thereof or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving 45 days written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106Company. 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 Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 308, 904 and the Trustee 905 shall be entitled applicable to be reimbursed by the Company for such payments, subject to the provisions of Section 607each Authenticating Agent. If an appointment is with respect to the Debt Securities of one or more series, or any Tranche thereof, shall be made pursuant to this Section with respect to Securities of any seriesSection, the Debt Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Debt Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE Dated:___________________________ By: ___________________________ As Trustee By___________________________ As Authenticating Agent By: ___________________________ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYIf all of the Debt Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Debt Securities upon original issuance located in a Place of Payment where the Company wishes to have Debt Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Debt Securities.

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this SectionSection 6.14. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon a Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Sectionservices, and the Trustee shall be entitled to be reimbursed by the Company for such paymentspayment, subject to the provisions of Section 6076.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any series6.14, the Debt 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 series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE], AS TRUSTEE As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSEVEN

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents (by giving notice of the appointment to the Company and with respect to any one or more series of Securities Securities, which Authenticating Agent(s) shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be reasonably acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be reasonably acceptable to the Company and shall give notice to the Company of such appointment to all Holders of Securities of such series in the manner provided in Section 106appointment. 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: -------------------------------------------- As Trustee By ------------------------------------------ As Authenticating Agent By: By ------------------------------------------ Authorized Signatory Officer ARTICLE VII SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND COMPANYCOMPANY Section 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.5, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State thereof or Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, Section 6.14 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this SectionSection 6.14. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, Agent shall continue to be an the successor Authenticating AgentAgent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities the Notes which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series Notes issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series Notes 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 hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Notes 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 1061.06 to all Holders of Notes 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 of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 6076.07. If an appointment with respect to the Notes is made pursuant to this Section with respect to Securities of any seriesSection, 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 herein and Notes referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Trustee As Authenticating Agent By: By Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYIf all of the Notes may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Notes upon original issuance located in a Place of Payment where the Company wishes to have Notes authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such Notes.

Appointment of Authenticating Agent. The Trustee At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuing Entity, may appoint an Authenticating Agent or Agents with respect to any series one or more Series, Classes or Tranches of Securities Notes which shall will be authorized to act on behalf of the Indenture Trustee to authenticate the Securities Notes of such Series Series, Classes or Tranches issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series the Notes so authenticated shall will be entitled to the benefits of this Indenture and shall will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Notes by the Indenture Trustee or the Indenture Trustee’s certificate Certificate of authenticationAuthentication, such reference shall will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such series and a certificate Certificate of authentication Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall will be acceptable to the Company Issuing Entity and shall will at all times be a corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Issuing Entity itself, subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall will 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 will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall will resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all Series, Classes and Tranches will be Xxxxx Fargo Bank, National Association. Any corporation into which 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 to which such Authenticating Agent shall will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall will continue to be an Authenticating Agent, provided such corporation shall will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Indenture Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the CompanyIssuing Entity. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyIssuing Entity. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall will cease to be eligible in accordance with the provisions of this Section, the Trustee Indenture Trustee, with the approval of the Issuing Entity, may appoint a successor Authenticating Agent with respect to any series of Securities which shall will be acceptable to the Company Issuing Entity and shall will give notice of such appointment to all Holders of Securities of such series in the manner each Noteholder as provided in Section 1061.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall will 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 will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuing Entity from time to time time) reasonable compensation for its services under this Section, and the Indenture Trustee shall will be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6077.07. If an appointment with respect to one or more Series, Classes or Tranches of Notes is made pursuant to this Section with respect to Securities of any seriesSection, the Securities Notes of such series Series, Classes or Tranches may have endorsed thereon, in addition to the Indenture Trustee’s certificate Certificate of authenticationAuthentication, an alternate certificate Certificate of authentication Authentication in the following form: This is one of the Securities Notes of the series Series, Classes or Tranches designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]XXXXX FARGO BANK, AS TRUSTEE NATIONAL ASSOCIATION, as Indenture Trustee, By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306series, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof 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 such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company Issuer and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security register of the Issuer. 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 Trustee Issuer agrees to pay to each Authenticating Agent from time to time such reasonable compensation for its services under this Section, Section as may be agreed between the Issuer and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and referred to in the within-mentioned Indenture. [TRUSTEE]Law Debenture Trust Company of New York, AS TRUSTEE As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate of authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306series, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Register of the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee Company agrees to pay to each Authenticating Agent from time to time such reasonable compensation for its services under this Section, and the Trustee shall Section as may be entitled to be reimbursed by agreed between the Company for and such payments, subject to the provisions of Section 607Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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: Certificate of Authentication: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE Date: The Bank of New York Mellon as Trustee By: As Authenticating Agent ByName: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYTitle:

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities the Notes which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series Notes issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption or pursuant to Section 306thereof, and Securities of such series Notes 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 hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Notes 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than that $50,000,000 100,000,000 and subject to supervision or examination by Federal Federal, State, Territorial or State authorityDistrict of Columbia authorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, Agent shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 1061.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE [ ] By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company Issuers and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the CompanyIssuers, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyIssuers. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyIssuers. 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 with respect to any series of Securities which shall be acceptable to the Company Issuers and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106105. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company Issuers for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE]U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYVII

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any series612, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]NORWEST BANK MINNESOTA, AS TRUSTEE NATIONAL ASSOCIATION, As Trustee By: ______________________________, As Authenticating Agent By: ______________________________ Authorized Signatory Officer ARTICLE VII SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND COMPANYCOMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee

Appointment of Authenticating Agent. The Trustee At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to any one or more series or classes of Securities which Notes that shall be authorized to act on behalf of the Indenture Trustee to authenticate the Securities Notes of such Series series or classes issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series Notes 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 Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Notes by the Indenture Trustee or the Indenture Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all series and classes shall be Xxxxx Fargo Bank, National Association. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Indenture Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the CompanyIssuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof 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 such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company Issuer and shall give notice of such appointment to all Holders of Securities of such series in the manner each Noteholder as provided in Section 1061.06. 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 Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time time) reasonable compensation for its services under this Section, and the Indenture Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6078.07. If an appointment with respect to one or more series or classes is made pursuant to this Section with respect to Securities of any seriesSection, the Securities Notes of such series or classes may have endorsed thereon, in addition to the Indenture Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities Notes of the series or classes designated herein and therein referred to in the within-within- mentioned Indenture. [TRUSTEE]XXXXX FARGO BANK, AS TRUSTEE NATIONAL ASSOCIATION, as Indenture Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 6076.07. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any series6.14, the Securities of such 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 designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities of any series remain Outstanding, the Trustee, with the concurrence of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue issue, and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal, state or State District of Columbia authority. If such Authenticating Agent publishes files reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so publishedfiled. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof 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 an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give written notice of such appointment in the manner provided in Section 1.07 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 herein and referred to in the within-mentioned Indenture. [TRUSTEEName of Trustee], AS TRUSTEE As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain outstanding, the Company may appoint an Authenticating Agent or Agents (which may one or both of the Trustees), with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee Trustees to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.06. 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 Authenticating Agent hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. In the case of the Canadian Trustee, the instrument appointing an Authenticating Agent shall be signed on behalf of the Trustee hereunderby the board of directors or any two of Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, Executive Vice Presidents, Senior Vice Presidents, Regional Vice Presidents or Vice Presidents, in accordance with their by-laws. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee Trustees or the either Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee Trustees by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee Trustees by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authorityCompany. If such Authenticating Agent corporation publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent 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, such Authenticating Agent it shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustees or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee Trustees and to the Company. The Trustee Trustees may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee Trustees may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, in the manner provided for in Section 1061.06. 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 Trustee agrees Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee Trustees shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6076.07. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the or in lieu of either Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This (Certificate of Authentication may be executed by either Trustee) ____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]Dated: ___________________________ , AS TRUSTEE as U.S. Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer ____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ___________________________ , as Canadian Trustee By: As Authenticating Agent By: Authorized Officer

Appointment of Authenticating Agent. The Trustee with the consent of the Issuer and the Guarantors, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities of the Issuer which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption or pursuant to Section 306, thereof and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s certificate of authentication, except upon original issue or pursuant to Section 306, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 U.S.$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its the 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, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this SectionSection 614. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, ; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee Trustee, to the Issuer and to the CompanyGuarantors. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent Agent, to the Issuer and to each of the CompanyGuarantors. 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 614, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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, 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 614. The Trustee Issuer agrees to pay to each such Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607614. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any series614, 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 herein and referred to in the within-mentioned Indenture. [TRUSTEE]WILMINGTON TRUST, AS TRUSTEE NATIONAL ASSOCIATION, as Trustee By: As as Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYIf all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect of such series of Securities.

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which that shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which that shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned Indenture. [TRUSTEE]U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: as Trustee, by As Authenticating Agent By: by As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent Dated

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: Name of Authenticating Agent] by As Authenticating Agent By: by As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent Dated

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this SectionSection 6.14. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon a Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Sectionservices, and the Trustee shall be entitled to be reimbursed by the Company for such paymentspayment, subject to the provisions of Section 6076.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any series6.14, the Debt 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 series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE], AS TRUSTEE As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation Corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation Corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation Corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation Corporation succeeding to all or substantially all the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyAgent. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company in the manner set forth in Section 1.4. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the applicable Trustee and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee Company agrees to pay to each the Authenticating Agent for each series from time to time reasonable compensation for its services under this Section, and services. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt 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 series of Debt Securities of the series designated herein and referred to in issued under the within-mentioned Indenture. [TRUSTEE]The Bank of New York Mellon Trust Company, AS TRUSTEE N.A., As Trustee By: As Authenticating Agent By: Dated: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: Name of Authenticating Agent] by As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYby As Authenticating Agent Dated

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities of any series remain Outstanding, the Trustee, with the concurrence of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue issue, and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal, state or State District of Columbia authority. If such Authenticating Agent publishes files reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so publishedfiled. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof 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 an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give written notice of such appointment in the manner provided in Section 1.07 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 herein and referred to in the within-mentioned Indenture. [TRUSTEE]U.S. Bank National Association, AS TRUSTEE as Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate of authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 100,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The At any time when any of the Notes remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series Notes issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption or pursuant to Section 306repayment thereof, and Securities of such series Notes 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 hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Notes 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company Issuer and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof state or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authoritystate authorities. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set asset forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time resign by giving written notice thereof of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof 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 such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company Issuer and shall give notice of such appointment to all Holders of Securities Notes by mailing or causing to be mailed such notice to the Holders of such series in Notes as they appear on the manner provided in Section 106Note 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 AgentAgent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series Notes may have endorsed thereon, in addition to or in lieu of 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 Notes designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]Wilmington Trust Company, AS TRUSTEE as Trustee Dated: By: As as Authenticating Agent Dated: By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of not less than $50,000,000 and subject to supervision or examination by Federal Federal, State or State District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issuable as Bearer Securities, publish notice of such series appointment at least once in an Authorized Newspaper in the manner provided in Section 106place where such successor Authenticating Agent has its principal office if such office is located outside the United States. 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 Trustee 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 by the Company for such payments, subject to payments in accordance with the provisions of Section 607. The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE CHEMICAL BANK As Trustee By: ----------------------------- As Authenticating Agent By: ----------------------------- Authorized Signatory ARTICLE VII SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE TRUSTEE, COMPANY AND COMPANYINDUSTRIES SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the Trust Indenture Act, the Company will furnish or cause to be furnished to the Trustee:

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate of authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of Columbiastate, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 100,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall, upon Company Request, appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders holders of Debt Securities of such series in the manner and to the extent provided in Section 10618.2. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Sectionservices, and the Trustee shall be entitled to be reimbursed by the Company for such paymentspayment, subject to the provisions of Section 6076.7. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series, except arising out of its negligence or willful misconduct. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt 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 series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [NAME OF TRUSTEE], AS TRUSTEE ] As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. The Trustee At any time when any of the Notes remain Outstanding, the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to any one or more series or classes of Securities Notes which shall will be authorized to act on behalf of the Indenture Trustee to authenticate the Securities Notes of such Series series or classes issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series Notes so authenticated shall will be entitled to the benefits of this Indenture and shall will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Notes by the Indenture Trustee or the Indenture Trustee’s 's certificate of authentication, such reference shall will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall will be acceptable to the Company Issuer and shall will at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall will 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 will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall will resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all series and classes will be the Indenture Trustee. Any corporation into which 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 to which such Authenticating Agent shall will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall will continue to be an Authenticating Agent, provided such corporation shall will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Indenture Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the CompanyIssuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof 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 such Authenticating Agent shall will cease to be eligible in accordance with the provisions of this Section, the Trustee Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent with respect to any series of Securities which shall will be acceptable to the Company Issuer and shall will give notice of such appointment to all Holders of Securities of such series in the manner each Noteholder as provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall will 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 will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time time) reasonable compensation for its services under this Section, and the Indenture Trustee shall will be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607807. If an appointment with respect to one or more series or classes is made pursuant to this Section with respect to Securities of any seriesSection, the Securities Notes of such series or classes may have endorsed thereon, in addition to the Indenture Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities Notes of the series or classes designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]The Bank of New York, AS TRUSTEE as Indenture Trustee By: _________________________ As Authenticating Agent By: _________________________ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSECTION 815. Tax Returns. In the event the Issuer shall be required to file tax returns, the Servicer shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Owner Trustee or the Beneficiary for signature at least five (5) days before such tax returns are due to be filed. The Issuer, in accordance with the terms of each Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Indenture Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. The Indenture Trustee, upon written request, will furnish the Servicer with all such information known and available to the Indenture Trustee as may be reasonably requested and required in connection with the preparation of all tax returns of the Issuer. In no event shall the Indenture Trustee or the Owner Trustee be personally liable for any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law, including federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith).

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate 's Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation Corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation Corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation Corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation Corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Sectionservices, and the Trustee shall be entitled to be reimbursed by the Company for such paymentspayment, subject to the provisions of Section 6076.7. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE], AS TRUSTEE As Trustee By: ----------------------------- As Authenticating Agent By: ----------------------------- Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first−class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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: 39 This is one of the Securities of the series designated herein and therein referred to in the within-mentioned within−mentioned Indenture. [TRUSTEE], AS TRUSTEE By: Name of Authenticating Agent] __ _________________________ by As Authenticating Agent By: __ _________________________ by As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent __ _________________________ Dated _____________________

Appointment of Authenticating Agent. The At any time when any of the Debentures remain outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306Debentures, and Securities of such series Debentures 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Debentures by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 5,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 714, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 714, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this SectionSection 714. The Trustee hereby appoints the Bank as its initial Authenticating Agent hereunder. The Authenticating Agent may also serve as Equity Contract Agent. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this SectionSection 714, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate cancel the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a terminationcancellation, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 714, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the manner provided in Section 106Debenture 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 AgentAgent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this SectionSection 714. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607707. If an appointment is made pursuant to this Section with respect to Securities of any series714, the Securities of such series Debentures may have endorsed thereon, in addition to lieu of the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to Debentures described in the within-mentioned Indenture. [TRUSTEE]THE HUNTINGTON NATIONAL BANK, AS TRUSTEE as Trustee By: As FIRST BANK, as Authenticating Agent By: --------------------------------- Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption or pursuant to Section 306thereof, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State thereof state, territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, Agent shall continue to be an the successor Authenticating AgentAgent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and . If the Trustee makes such payments, it shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6076.07. The provisions of Sections 3.08, 6.04 and 6.05 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE]Dated: _________________________________, AS TRUSTEE as Trustee, By: As :______________________________ as Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYIf all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officers' Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate 's Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of the such Trustee by an such Authenticating Agent. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The Trustee (upon notice to the Partnership) may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue (in accordance with procedures acceptable to the Trustee) and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company Partnership and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such 50 Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee or such successor corporationAuthenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyPartnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyPartnership. 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 with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106Partnership. 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 Except with respect to an Authenticating Agent appointed at the request of the Partnership, the Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE Name of Trustee] As Trustee By: :________________________ As Authenticating Agent By: :________________________ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be he a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607606. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-within mentioned Indenture. [TRUSTEE], AS TRUSTEE ---------------------------------------- As Trustee By: ------------------------------------ As Authenticating Agent By: ------------------------------------ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding, the Trustee, with the approval of the Bank, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.6, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company Bank and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and U.S.$50,000,000 and, if other than the Bank itself, subject to supervision or examination by United States Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Bank, to the CompanyBank. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Bank, to the CompanyBank. 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 Trustee, with the approval of the Bank, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company Bank and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders Securityholders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Bank from time to time time) reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6076.7. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned Indenture. [TRUSTEEDated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee [ — Name — ], AS TRUSTEE By: As as Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities Securities, or any Tranche thereof, which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate the Securities of such Series series or Tranche issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series, or Tranche thereof, with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series or any Tranche thereof, is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: Form of Authenticating Agent's CERTIFICATE OF AUTHENTICATION Dated:_________________ This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], _______________________________ AS TRUSTEE By: As _____________________________ AS AUTHENTICATING AGENT _______________________________ AUTHORIZED SIGNATORY If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent By: Authorized Signatory having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE VII SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND COMPANYCOMPANY SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or any series of Securities Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series or Tranche issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of AmericaStates, any State or territory thereof or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106Company. 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 Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 308, 904 and the Trustee 905 shall be entitled ap plicable to be reimbursed by the Company for such payments, subject to the provisions of Section 607each Authenticating Agent. If an appointment is with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE ________________________ As Trustee By: ______________________ As Authenticating Agent By: ______________________ Authorized Signatory Officer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYTEN Holders' Lists and Reports by Trustee and Company SECTION 1001. Lists of Holders. Semiannually, not later than March 15 and September 15 in each year, commencing September 15, 1996, and at such other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security Registrar.

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate 's Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to SECTION 3.06 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 25,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible, shall resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSECTION 6.11 with respect to one or more of all series of Debt Securities, the Trustee may for such series shall upon Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 106SECTION 1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Sectionservices, and the Trustee shall be entitled to be reimbursed by the Company for such paymentspayment, subject to the provisions of Section 607SECTION 6.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE]THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE By: as Trustee By -------------------------------------- As Authenticating Agent By: By -------------------------------------- Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 150,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be he a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof 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 such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 of this Section. The Trustee Issuer 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 herein and therein referred to in the within-within mentioned Indenture. [TRUSTEE]The Bank of New York Mellon, AS TRUSTEE As Trustee By: As Authenticating Agent By: Authorized Signatory Officer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities. ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSEVEN

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption or pursuant to Section 306thereof, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State thereof State, Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, Agent shall continue to be an the successor Authenticating AgentAgent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE], AS TRUSTEE _________________________ _________________________ As Trustee By: ____________________ As Authenticating Agent By: ____________________ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.6, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyAgent. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company in the manner set forth in Section 1.4. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the applicable Trustee and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee Company agrees to pay to each the Authenticating Agent for each series from time to time reasonable compensation for its services under this Section, and services. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt 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 Debt Securities of the series designated herein therein and referred to in the within-mentioned Indenture. [TRUSTEE]Deutsche Bank Trust Company Americas, AS TRUSTEE By: As Trustee As Authenticating Agent By: Dated: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such insufficient shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be he a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing tiling of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE ____________________________________________ As Trustee By: ________________________________________ As Authenticating Agent By: ________________________________________ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 1061.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE]THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYVII

Appointment of Authenticating Agent. The At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities Securities, or any Tranche thereof, which shall be authorized to act on behalf of of, and subject to the direction of, the Trustee to authenticate the Securities of such Series series or Tranche issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series, or Tranche thereof, with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series or any Tranche thereof, is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: -47- FORM OF AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION Dated:_________________ This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], ---------------------------------------- AS TRUSTEE By: As By -------------------------------------- AS AUTHENTICATING AGENT ---------------------------------------- AUTHORIZED SIGNATORY If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent By: Authorized Signatory having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE VII SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND COMPANYCOMPANY SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents (by giving notice of the appointment in the manner provided in Section 106 to the Company and to all Holders of Notes) with respect to any series of Securities the Notes, which Authenticating Agent(s) shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series Notes issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series Notes 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Notes by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106106 to all Holders of Notes. 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. 36 The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series Notes may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and ________% Senior Subordinated Notes Due 2002 referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: ---------------------------------------- As Trustee By -------------------------------------- As Authenticating Agent By: By -------------------------------------- Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3063.5, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of AmericaStates, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having have a combined capital and surplus of not less than $50,000,000 and at least US$100,000,000, be subject to supervision or examination by U.S. Federal or State authorityauthority and have a long-term unsecured debt rating with respect to U.S. dollar obligations of at least A2 or its equivalent rating by Moody’s. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this SectionSection 6.14. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided that such corporation shall be otherwise eligible under this SectionSection 6.14, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the manner provided in Section 106Security 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 6.14. The Trustee agrees Company and the Guarantor agree 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 by the Company for such payments, subject to the provisions of Section 6076.14. If an appointment is made pursuant to this Section with respect to Securities of any series6.14, 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: “This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. [TRUSTEE]The Bank of New York Mellon, AS TRUSTEE as Trustee By: As as Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer”

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.6, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such 44 Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, by sale or otherwise, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series, with respect to which such series in the manner provided in Section 106Authenticating 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 of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any series6.12, 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 herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]XXXXX FARGO BANK, AS TRUSTEE NATIONAL ASSOCIATION, As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon a Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Sectionservices, and the Trustee shall be entitled to be reimbursed by the Company for such paymentspayment, subject to the provisions of Section 6076.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt 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 series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE], AS TRUSTEE As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate 's Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation Corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation Corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation Corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation Corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Sectionservices, and the Trustee shall be entitled to be reimbursed by the Company for such paymentspayment, subject to the provisions of Section 6076.7. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE], AS TRUSTEE As Trustee By: :________________________ As Authenticating Agent By: :________________________ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Bonds of one or more series, or any series of Securities Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate the Securities Bonds of such Series series or Tranche issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series Bonds 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Bonds 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State state or territory thereof or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106105. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or any series of Securities Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series or Tranche issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of AmericaStates, any State or Territory thereof or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than Ten Million Dollars ($50,000,000 10,000,000) and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106Company. 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 Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 308, 804 and the Trustee 805 shall be entitled applicable to be reimbursed by the Company for such payments, subject to the provisions of Section 607each Authenticating Agent. If an appointment is with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: ------------------------ As Trustee By---------------------- As Authenticating Agent By: By---------------------- Authorized Signatory Officer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE VII NINE LISTS OF HOLDERS’ LISTS AND ; REPORTS BY TRUSTEE AND COMPANYCOMPANY SECTION 901. LISTS OF HOLDERS. Semiannually, not later than June 30 and December 31 in each year, commencing June 30, 1999, and within 30 days of such other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, as of a date no more than fifteen (15) days prior to the date such information is so furnished, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security Registrar.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or any series of Securities Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series or Tranche issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State or territory thereof or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee Trustee, and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106Company. 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 Unless appointed at the request of the Company pursuant to the last paragraph of this Section 914, the Trustee 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 by the Company for such payments, in accordance with and subject to the provisions of Section 607907. The provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent. If an appointment is with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: ------------------------------------- As Trustee By ___________________________________ As Authenticating Agent By: By ___________________________________ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. SECTION 915. Co-trustee and Separate Trustees At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Securities then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company, as the case may be. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect acceptable to any series and at the expense of Securities the Company which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon on original issue and upon on exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or, in the case of a corporation included in a bank holding company system, whose related bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this SectionSection 6.14. Any corporation Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation Person shall be otherwise eligible under this SectionSection 6.14, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon On receiving such a notice of resignation or upon on 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 6.14, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon by the acceptance of its appointment hereunder shall become vested be deemed to have represented to the Trustee that it is eligible for appointment as Authenticating Agent under this Section 6.14 and to have agreed with all rights, powers the Trustee that: it will perform and carry out the duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Agent as herein set forth, including, among other duties, the duties to authenticate Securities when presented to it in connection with the original issuance and with exchanges, registrations of transfer or redemptions or conversions thereof or pursuant to Section 3.06; 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 appointed unless eligible under to act as Authenticating Agent in accordance with the provisions of this SectionSection 6.14. 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 Trustee shall not be liable for any act or any failure of the Authenticating Agent to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: - 45 - 52 "This is one of the Securities of the series designated herein and referred to designated, described or provided for in the within-mentioned Indenture. [TRUSTEE]U.S. TRUST COMPANY OF TEXAS, AS TRUSTEE By: N.A., As Trustee By -------------------------------------- As Authenticating Agent ByBy -------------------------------------- Authorized Signatory" Notwithstanding any provision of this Section 6.14 to the contrary, if at any time any Authenticating Agent appointed hereunder with respect to any series of Securities shall not also be acting as the Security Registrar hereunder with respect to that series of Securities, then, in addition to all other duties of an Authenticating Agent hereunder, such Authenticating Agent shall also be obligated: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY(a) to furnish to the Security Registrar for that series of Securities promptly all information necessary to enable that Security Registrar to maintain at all times an accurate and current Security Register for that series of Securities; and (b) prior to authenticating any Security of that series denominated in a foreign currency, to ascertain from the Company the units of such foreign currency that are required to be determined by the Company pursuant to Section 3.02.

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned Indenture. [TRUSTEE]THE BANK OF NEW YORK MELLON, AS TRUSTEE By: as Trustee, by As Authenticating Agent By: by As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent Dated

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 1061.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE]XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 6076.07. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]THE CHASE MANHATTAN BANK, AS TRUSTEE By: as Trustee by ------------------------------ As Authenticating Agent By: by ------------------------------- As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent

Appointment of Authenticating Agent. The Trustee At any time when any of the Notes remain Outstanding, the Indenture Trustee, with the approval of the Issuer and prior written notice to the Administrator and the Servicer, may appoint an Authenticating Agent or Agents with respect to any one or more series or classes of Securities Notes which shall will be authorized to act on behalf of the Indenture Trustee to authenticate the Securities Notes of such Series issued upon original issue and upon series or classes in connection with the issuance, deliveries, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series Notes so authenticated shall will be entitled to the benefits of this Indenture and shall will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Notes by the Indenture Trustee or the Indenture Trustee’s certificate of authentication, such reference shall will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such series and a Agent, including any certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall will be acceptable to the Company Issuer and shall will at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Issuer itself, subject to supervision or examination by Federal a federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall will 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 will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall will resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all series and classes will be the Indenture Trustee. Any corporation into which 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 to which such Authenticating Agent shall will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall will continue to be an Authenticating Agent, provided such corporation shall will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Indenture Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the CompanyIssuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof 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 such Authenticating Agent shall will cease to be eligible in accordance with the provisions of this Section, the Trustee Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent with respect to any series of Securities which shall will be acceptable to the Company Issuer and shall will give notice of such appointment to all Holders of Securities of such series in the manner each Noteholder as provided in Section 10610.09. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall will 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 will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time time) reasonable compensation for its services under this Section, and the Indenture Trustee shall will be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6078.07. If an appointment with respect to one or more series or classes is made pursuant to this Section with respect to Securities of any seriesSection, the Securities Notes of such series or classes may have endorsed thereon, in addition to the Indenture Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities Notes of the series or classes designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]THE BANK OF NEW YORK, AS TRUSTEE as Indenture Trustee By: As Authenticating Agent By: Indenture Trustee Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption or pursuant to Section 306thereof, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State thereof State, Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, Agent shall continue to be an the successor Authenticating AgentAgent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYthe

Appointment of Authenticating Agent. The At any time when any of the Notes remain outstanding, the Trustee may appoint an Authenticating Agent authenticating agent or Agents with respect to any series of Securities agents which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series Notes issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption or pursuant to Section 306repayment thereof, and Securities of such series Notes 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 hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Notes 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 so appointed with respect to such series authenticating agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesauthenticating agent. Each Authenticating Agent authenticating agent shall be acceptable to the Company Issuer and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof state or the District of Columbia, authorized under such laws to act as Authenticating Agentauthenticating agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authoritystate authorities. If such Authenticating Agent authenticating agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this SectionSection 8.11, the combined capital and surplus of such Authenticating Agent authenticating agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent authenticating agent shall cease to be eligible in accordance with the provisions of this SectionSection 8.11, such Authenticating Agent authenticating agent shall resign immediately in the manner and with the effect specified in this SectionSection 8.11. Any corporation into which an Authenticating Agent authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent authenticating agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agentauthenticating agent, shall continue to be an Authenticating Agentauthenticating agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, Trustee or the Company, the Authenticating Agent or such successor corporationauthenticating agent. An Authenticating Agent authenticating agent may resign at any time resign by giving written notice thereof of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of an Authenticating Agent authenticating agent by giving written notice thereof of termination to such Authenticating Agent authenticating agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent authenticating agent shall cease to be eligible in accordance with the provisions of this SectionSection 8.11, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities authenticating agent which shall be acceptable to the Company Issuer and shall give notice of such appointment to all Holders of Securities Notes by mailing or causing to be mailed such notice to the Holders of such series in Notes as they appear on the manner provided in Section 106Note Register. Any successor Authenticating Agent 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 Agentauthenticating agent herein. No successor Authenticating Agent authenticating agent shall be appointed unless eligible under the provisions of this Section. The Trustee Issuer agrees to pay to each Authenticating Agent authenticating agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, and the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series8.11, the Securities of such series Notes may have endorsed thereon, in addition to or in lieu of 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 Notes designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE as Trustee By: As as Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYDated: _____________

Appointment of Authenticating Agent. The Trustee (upon notice to the Partnership) may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue (in accordance with procedures acceptable to the Trustee) and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company Partnership and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee or such successor corporationAuthenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyPartnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyPartnership. 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 with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106Partnership. 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 Except with respect to an Authenticating Agent appointed at the request of the Partnership, the Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]WACHOVIA BANK, AS TRUSTEE NATIONAL ASSOCIATION As Trustee Date: By: ------------------------------- ----------------------------------- As Authenticating Agent By: ----------------------------------- Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY-50-

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or any series of Securities Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series or Tranche issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.6, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State or territory thereof or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee Trustee, and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106Company. 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 Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 3.8, 9.4 and the Trustee 9.5 shall be entitled applicable to be reimbursed by the Company for such payments, subject to the provisions of Section 607each Authenticating Agent. If an appointment is with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series or Tranche 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 herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE as Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYOfficer If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate 's Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.06 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon a Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee Company agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Section, and services. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE]Bank One Trust Company, AS TRUSTEE National Association, As Trustee By: ------------------------------------------ As Authenticating Agent By: ------------------------------------------ Authorized Signatory ARTICLE VII SEVEN HOLDERS’ ' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation Corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation Corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation Corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation Corporation succeeding to all or substantially all the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyAgent. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company in the manner set forth in Section 1.4. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the applicable Trustee and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee Company agrees to pay to each the Authenticating Agent for each series from time to time reasonable compensation for its services under this Section, and services. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 607series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt 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 series of Debt Securities of the series designated herein and referred to in issued under the within-mentioned Indenture. [TRUSTEE]The Bank of New York Mellon Trust Company, AS TRUSTEE N.A., As Trustee By: As Authenticating Agent By: Dated: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYVII.

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306305, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such series in the manner provided in Section 106Authenticating 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 of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any series614, 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 herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]Dated: UNION BANK, AS TRUSTEE N.A., as Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. The At any time when any of the Junior Subordinated Notes remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which Junior Subordinated Notes that shall be authorized to act on behalf of the Trustee to authenticate the Securities Junior Subordinated Notes of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306304, and Securities of such series Junior Subordinated Notes 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Junior Subordinated Notes by the Trustee or the Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY.

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the "Authenticating Agent") appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate 's Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of such Trustee by such Authenticating Agent, except that only the Trustee by an may authenticate Debt Securities upon original issuance and pursuant to Section 3.6 hereof. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.5. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Sectionservices, and the Trustee shall be entitled to be reimbursed by the Company for such paymentspayment, subject to the provisions of Section 6076.7. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE], AS TRUSTEE As Trustee By: _____________________________ As Authenticating Agent By: _____________________________ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The Indenture Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Indenture Trustee to authenticate the Securities of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section SECTION 306, and Securities of such series 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 Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Indenture Trustee or the Indenture Trustee’s 's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; PROVIDED, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Indenture Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Company. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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. The Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Indenture Trustee’s 's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Securities of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE]Dated: ____________________ Bankers Trust Company, AS TRUSTEE By: As Indenture Trustee By _______________________________________ As Authenticating Agent By: By _______________________________________ Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSEVEN Holders' Lists and Reports by Indenture Trustee and Company

Appointment of Authenticating Agent. The Trustee At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series series issued upon original issue and upon issuance, exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 38 Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, to the Company. 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 Trustee, with the approval of the Company, may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first−class mail, postage prepaid, to all Holders of Securities of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, 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 and therein referred to in the within-mentioned within−mentioned Indenture. [TRUSTEE], AS TRUSTEE By: Name of Authenticating Agent] _________________________ by As Authenticating Agent By: _________________________ As Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYAgent Dated ____________________

Appointment of Authenticating Agent. The As long as any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee may appoint an for such series of Debt Securities to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series 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 hereundersuch Trustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of such any series by the Trustee for such series or to the Trustee’s certificate Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent so appointed with respect to for such series and a certificate Certificate of authentication Authentication executed on behalf of the such Trustee by an such Authenticating Agent. Such Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any State thereof or the District of ColumbiaState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent Trustee for such series or such successor corporationAuthenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the applicable Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14 with respect to one or more or all series of Debt Securities, the Trustee may for such series shall upon a Company Request appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to Agent, and the Company and shall give provide notice of such appointment to all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1061.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers powers, duties and duties responsibilities 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 Sectionherein. The Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Sectionservices, and the Trustee shall be entitled to be reimbursed by the Company for such paymentspayment, subject to the provisions of Section 6076.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Debt 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 series of Debt Securities of issued under the series designated herein and referred to in the within-within mentioned Indenture. [TRUSTEE], AS TRUSTEE As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERSSEVEN Holders’ LISTS AND REPORTS BY TRUSTEE AND COMPANYLists and Reports by Trustee and Company

Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3063.06, and Securities of such series 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating Agent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of such series in the manner provided in Section 1061.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee 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 by the Company for such payments, subject to the provisions of Section 6076.07. If an appointment is made pursuant to this Section with respect to Securities of any series, 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 and referred to in the within-mentioned Indenture. [TRUSTEE____________], AS TRUSTEE By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANYSignatory

Appointment of Authenticating Agent. The At any time when any of the Junior Subordinated Notes remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to any one or more series of Securities which Junior Subordinated Notes that shall be authorized to act on behalf of the Trustee to authenticate the Securities Junior Subordinated Notes of such Series series issued upon original issue and upon exchange, registration of transfer, partial conversion transfer or partial redemption thereof or pursuant to Section 306304, and Securities of such series Junior Subordinated Notes 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 hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series Junior Subordinated Notes 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 so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent so appointed with respect to such seriesAgent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal federal or State state authority. If such Authenticating Agent publishes reports of condition at least annually annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which 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 to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, Trustee or the Authenticating Agent or such successor corporationAgent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities Junior Subordinated Notes, if any, of the series with respect to which such series Authenticating Agent will serve, as their names and addresses appear in the manner provided in Section 106Security 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 Trustee 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 by the Company for such payments, subject to the provisions of Section 607. The provisions of Sections 306, 604 and 605 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section with respect to Securities of any seriesSection, the Securities Junior Subordinated Notes 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 Junior Subordinated Notes of the series designated herein and therein referred to in the within-mentioned Indenture. [TRUSTEE], AS TRUSTEE As Trustee By: As Authenticating Agent By: Authorized Signatory ARTICLE VII HOLDERSSEVEN Holders’ LISTS AND REPORTS BY TRUSTEE AND COMPANYLists and Reports by Trustee and Company