Common use of Authenticating Agent Clause in Contracts

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.03, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.03, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 16.12 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.06, Section 2.07, Section 2.08 and Section 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections Section 7.02, Section 7.03, Section 7.04 and Section 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08 and 3.03 hereofSection 3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.10. The Trustee will give notice to the Company of any such appointment. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02Section 8.02, 7.03Section 8.04, 7.04 Section 8.05 and 8.03 hereof Section 9.03 and this Section 16.11 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. So long as any Securities remain Outstanding, if the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The Trustee may appoint City of New York, or otherwise upon an Issuer Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Issuer shall be authorized elect, by the Trustee to act as its agent on its behalf, behalf and subject to its direction, direction in connection with the authentication and delivery of Notes in connection with Securities. Securities authenticated by such Authenticating Agent shall be entitled to the original issuance thereof benefits of this Indenture and transfers shall be valid and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to obligatory for all intents and purposes as though the authenticating agent had been expressly authorized if authenticated by such Trustee. Wherever reference is made in this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent Trustee or to the Trustee's Certificate of Authentication, such reference shall be deemed to be include authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate Authenticating Agent and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such Authenticating Agent. Such authenticating agent Authenticating Agent shall at all times be a Person eligible corporation organized and doing business under the laws of the United States of America or of any State or of the District of Columbia, authorized under such laws to serve as trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $20,000,000 and subject to Section 7.09 hereofsupervision or examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The City of New York, the Authenticating Agent shall have its principal office and place of business in the Borough of Manhattan, The City of New York. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 16.117.14, the Trustee shall either promptly upon Issuer Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, Issuer shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securities in the manner and to the extent provided in Section 13.4. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as the names and addresses of such Holders appear on the Note Registerif originally named as Authenticating Agent herein. The Issuer agrees to pay or to cause to be paid to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions Authenticating Agent shall have no responsibility or liability for any action taken by it as such in good faith at the direction of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agentthe Trustee.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.03 hereof3.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 15.12 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Debentureholders as the names and addresses of such Holders Debentureholders appear on the Note RegisterDebenture register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, Section 2.06, Section 2.07, Section 2.08 and Section 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1117.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections Section 7.02, Section 7.03, Section 7.04 and Section 8.03 hereof and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof9.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1118.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 hereof 10.03 and this Section 16.11 18.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05, 3.06, 3.10 and 3.03 hereof15.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1119.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 19.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, 15.2 and 3.03 hereof16.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent (an “authenticating agent”) that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerMAALP. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerMAALP. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer MAALP and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer MAALP agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer MAALP and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02, and 3.03 hereof14.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof 12.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 19.12 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1114.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02entitled to be reimbursed for such pre-approved payments, 7.03, 7.04 and 8.03 hereof and this subject to Section 16.11 shall be applicable to any authenticating agent7.6.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation Successor Company is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationSuccessor Company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as services, and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1117.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.03, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof14.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof 12.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof14.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof 12.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.03 hereofSection 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 hereof Section 6.04, Section 7.03 and this Section 16.11 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.03 hereofSection 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the authenticating agent for the Notes. Deutsche Bank Luxembourg hereby accepts such appointment, and the Issuer hereby confirms that such appointment is acceptable to it.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof9.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 hereof 10.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.03 hereof3.01, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 16.12 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Debentures as the names and addresses of such Holders appear on the Note Debenture Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Article 2, 2.06, 2.07, 2.08 Section 11.04 and 3.03 hereof, Section 16.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: , Authorized Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Securities in connection with the original issuance thereof and transfers and exchanges of Notes Securities hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 14.03 and 3.03 hereof14.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesSecurities. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Securities "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Securities for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1113.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securityholders as the names and addresses of such Holders Securityholders appear on the Note Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.026.02, 7.036.03, 7.04 6.04 and 8.03 hereof 7.03 and this Section 16.11 13.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 18.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 4.12, 2.06, 2.07, 2.08 Section 4.16 and 3.03 hereof, Section 11.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1117.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.1117.10, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized Officer

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 and 3.03 hereof3.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof 12.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, 2.07, 2.08 Section 2.07 and 3.03 hereofSection 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 hereof Section 6.04, Section 7.03 and this Section 16.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof9.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 hereof 10.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, and 3.03 hereof15.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a 80 successor authenticating agent to all Holders of Notes Debentures as the names and addresses of such Holders appear on the Note RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.1, 7.038.2, 7.04 and 8.03 hereof 8.3, 8.4, 8.7, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.10, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, 3.5 and 3.03 hereof3.6, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.9. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.027.2, 7.037.3, 7.04 7.4 and 8.03 hereof 8.3 and this Section 16.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent (the "Authenticating Agent") that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.062.03, 2.07, 2.08 2.08, 3.06, 3.11 and 3.03 hereof10.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent Authenticating Agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent Authenticating Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1112.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Authenticating Agent or such successor corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerIssuers. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerIssuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent Authenticating Agent or itself assume the duties and obligations of the former authenticating agent Authenticating Agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agentAuthenticating Agent, if made, shall give written notice of such appointment of a successor authenticating agent Authenticating Agent to the Issuer Issuers and shall mail notice of such appointment of a successor authenticating agent Authenticating Agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer agrees Issuers agree to pay to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Issuers and the authenticating agentAuthenticating Agent. The provisions of Sections 7.022.12, 7.03, 7.04 and 8.03 hereof 7.04, 7.07 and this Section 16.11 12.14 shall be applicable to any authenticating agentAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, 15.2, 15.3 and 3.03 hereof16.2, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail send notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04Section 2.05, Section 2.06, Section 2.07, Section 2.08 and 3.03 hereofSection 2.09, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof6.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Noteholders as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 6.02, 7.03Section 6.03, 7.04 and 8.03 hereof Section 6.04, Section 7.03 and this Section 16.11 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 and 3.03 hereof3.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02Section 8.02, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04Section 2.05, Section 2.06, Section 2.07, Section 2.08 and 3.03 hereofSection 3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Debentureholders as the names and addresses of such Holders holders appear on the Note RegisterDebenture register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may (and at the request of the Issuer with the consent of the Company shall) appoint an authenticating agent that shall be authorized one or more Authenticating Agents with power to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof pursuant to Sections 203, 204, 206, 207, 208, 210 and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, 310 as fully to all intents and purposes as though the authenticating agent any such Authenticating Agent had been expressly authorized by this Supplemental Indenture and those said Sections to authenticate and deliver Notes. For One such Authenticating Agent shall at all purposes times be a corporation having its principal office in The City of New York, organized under the laws of the United States or of any state or territory thereof authorized under such laws to act as Authenticating Agent, having a combined capital stock, surplus and undivided profits of at least $10,000,000. Wherever reference is made in this Supplemental Indenture, Indenture to the authentication and delivery of Notes by the authenticating agent Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” its Authenticating Agent appointed hereunder and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereofits Authenticating Agent appointed hereunder. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11917, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent such Authenticating Agent or such successor corporation. Any authenticating agent Authenticating Agent may at any time resign as Authenticating Agent by giving written notice of resignation to the Trustee Trustee, the Company and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the Issuer, the Company, the Guarantor, the Paying Agent, any Co-Paying Agent, the Note Registrar, any Co-Note Registrar and the Remarketing Agent. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be eligible under this Section 16.11917, the Trustee shall either may, and upon the request of the Issuer with the consent of the Company shall, promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent Authenticating Agent eligible under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeSection 917, shall give written notice of such appointment of a successor authenticating agent to the Issuer Issuer, the Company, the Guarantor, the Paying Agent, any Co-Paying Agent, the Note Registrar, any Co-Note Registrar and the Remarketing Agent and shall mail notice of such appointment of a successor authenticating agent to all Holders Owners of Notes as the their names and addresses of such Holders appear on the Note Registerregistration books. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Issuer Trustee agrees to pay to the authenticating agent any Authenticating Agent from time to time such reasonable compensation for its services as services, and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such payments, subject to Section 1002 hereof. The provisions of Sections 7.02, 7.03, 7.04 208 and 8.03 901 hereof and this Section 16.11 shall be applicable to any authenticating agent.Authenticating Agent. If an appointment is made pursuant to this Section 917, the Notes shall have endorsed thereon in lieu of the certificate of authentication set forth in Exhibits A, B and C hereto, an alternate certificate of authentication in the following form: "This Note is one of the Notes of the issue described in the within-mentioned Indenture of Trust. FIRST & MERCHANTS NATIONAL BANK, As Trustee By ________________________________ Authenticating Agent By ________________________________ Authenticating Officer

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05, 3.06, 3.10 and 3.03 hereof15.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 18.12 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all ---- ---- ---- ---- ---- ---- intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. ---- Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act ----- on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 ---- ---- ---- ---- ----- shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02Section 8.02, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof9.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1118.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 hereof 10.03 and this Section 16.11 18.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication authenticating and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.2, 2.062.6, 2.072.7, 2.08 2.9, 3.3, 14.2 and 3.03 hereof15.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating authenticated agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Registerregister. 77 The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 7.6. The provisions of Sections 7.027.2, 7.037.3, 7.04 and 8.03 hereof 7.4, 8.3 and this Section 16.11 16.12 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.1117.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections 7.02Section 8.02, 7.03Section 8.03, 7.04 and 8.03 hereof Section 8.04, Section 9.03 and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture. By: ____________________ Authorized Officer Section 17.11. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and 94 #91808965v6 10058821.1

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof9.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.029.02, 7.039.03, 7.04 9.04 and 8.03 hereof 10.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. So long as any Securities remain Outstanding, if the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The Trustee may appoint City of New York, or otherwise upon a Company Request, there shall be an authenticating agent that (the "Authenticating Agent") appointed, for such period as the Company shall be authorized elect, by the Trustee to act as its agent on its behalf, behalf and subject to its direction, direction in connection with the authentication and delivery of Notes in connection with Securities. Securities authenticated by such Authenticating Agent shall be entitled to the original issuance thereof benefits of this Indenture and transfers shall be valid and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to obligatory for all intents and purposes as though the authenticating agent had been expressly authorized if authenticated by such Trustee. Wherever reference is made in this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent Trustee or to the Trustee's Certificate of Authentication, such reference shall be deemed to be include authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate Authenticating Agent and a Certificate of authenticationAuthentication executed on behalf of such Trustee by such Authenticating Agent. Such authenticating agent Authenticating Agent shall at all times be a Person eligible corporation organized and doing business under the laws of the United States of America or of any State or of the District of Columbia, authorized under such laws to serve as trustee hereunder pursuant exercise corporate trust powers, having a combined capital and surplus of at least $20,000,000 and subject to Section 7.09 hereofsupervision or examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of the Trustee is not located in the Borough of Manhattan, The City of New York, the Authenticating Agent shall have its principal office and place of business in the Borough of Manhattan, The City of New York. Any corporation into which any authenticating agent Authenticating Agent may be merged or exchanged converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agentAuthenticating Agent, shall continue to be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, Authenticating Agent without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent Trustee or such successor corporationAuthenticating Agent. Any authenticating agent Authenticating Agent may at any time time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent Authenticating Agent shall cease to be -55- eligible under in accordance with the provisions of this Section 16.117.14, the Trustee shall either promptly upon Company Request appoint a successor authenticating agent or itself assume Authenticating Agent, and the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, Company shall give written provide notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securities in the manner and to the extent provided in Section 13.4. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as the names and addresses of such Holders appear on the Note Registerif originally named as Authenticating Agent herein. The Issuer Company agrees to pay or to cause to be paid to the authenticating agent Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions Authenticating Agent shall have no responsibility or liability for any action taken by it as such in good faith at the direction of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agentthe Trustee.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 15.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Debenture Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between although the Issuer and Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. The provisions of Sections Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section, the Debentures may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: __________________________, as Authenticating Agent, certifies that this is one of the Debentures described in the within-named Indenture. By: ____________________ Authorized Officer

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note RegisterDebenture register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in 98 110 the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may may, with the consent of the Company, appoint an authenticating agent that additional Authenticating Agent or Agents acceptable to the Company with respect to the Debentures to authenticate Debentures issued upon exchange or substitution pursuant to this Indenture. Debentures authenticated by an Authenticating Agent shall be authorized entitled to act on its behalfthe benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, and subject every reference in this Indenture to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent Trustee or the Trustee's certificate of authentication shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationAuthenticating Agent. Such authenticating agent Each Authenticating Agent shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any state thereof, the District of Columbia, England and Wales or Luxembourg, authorized under such laws to act as Authenticating Agent and subject to supervision or examination by government or other fiscal authority. If at any time an Authenticating Agent shall cease to be eligible to serve as trustee hereunder pursuant to in accordance with the provisions of this Section 7.09 hereof8.13, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 8.13. Any corporation into which any authenticating agent an Authenticating Agent may be merged or exchanged converted or with which it may be consolidatedconsolidate, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any authenticating agentan Authenticating Agent, shall continue to be the successor of the authenticating agent hereunderan Authenticating Agent, if provided such successor corporation is shall be otherwise eligible under this Section 16.118.13, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the authenticating agent or such successor corporationAuthenticating Agent. Any authenticating agent An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent an Authenticating Agent by giving written notice of termination thereof to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent such Authenticating Agent shall cease to be eligible under in accordance with the provisions of this Section 16.118.13, the Trustee shall either promptly may appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, Authenticating Agent which shall give written notice of such appointment of a successor authenticating agent be acceptable to the Issuer 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 mail notice be appointed unless eligible under the provisions of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Registerthis Section 8.13. The Issuer Company agrees to pay to the authenticating agent each Authenticating Agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and under this Section 16.11 shall be applicable 8.13. If an Authenticating Agent is appointed with respect to any authenticating agent.the Debentures pursuant to this Section 8.13, the Debentures may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: "This is one of the Debentures referred to in the within-mentioned Indenture. First Bank National Association, doing business as Colorado National Bank, as Trustee By [Authenticating Agent], as Authenticating Agent By: _________________________ Authorized Signatory"

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail deliver notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in 84 the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note Register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02, 3.07 and 3.03 hereof14.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.07. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Security Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof 12.03 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof7.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the 100 authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.027.3, 7.037.4, 7.04 and 8.03 hereof 7.5, 8.3 and this Section 16.11 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof16.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 19.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.04, 3.05 and 3.03 hereof15.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes Debentures “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Debentureholders as the names and addresses of such Holders Debentureholders appear on the Note RegisterDebenture register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 and 8.03 hereof 8.04, 9.03 and this Section 16.11 16.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.03 hereof4.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes Securities in connection with the original issuance thereof and transfers and exchanges of Notes Securities hereunder, including under Sections 2.042.05, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesSecurities. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent shall be deemed to be authentication and delivery of such Notes Securities “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Securities for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes Securities as the names and addresses of such Holders appear on the Note Security Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof7.10. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.027.3, 7.037.4, 7.04 and 8.03 hereof 7.5, 8.3 and this Section 16.11 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1116.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture andIndenture, and upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, the Trustee's behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee Trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation Person into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor 122 of the authenticating agent hereunder, if such successor corporation Person is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationPerson. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agentservices. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 16.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03, 3.05 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.12, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.02, 7.038.03, 7.04 8.04 and 8.03 hereof 9.03 and this Section 16.11 17.12 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02 and 3.03 hereof3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 2.07 and 3.03 hereof3.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1115.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and Company and, at the Company's expense, shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 hereof and this Section 16.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Register. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The (a) Trustee may appoint an one or more --------------------- authenticating agent agents with respect to the Certificates that shall be authorized to act on its behalf, and subject to its direction, behalf of Trustee in authenticating the authentication and delivery of Notes Certificates in connection with the original issuance thereof and transfers and exchanges registration of, transfer, exchange or repayment of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully the Certificates. Whenever reference is made in this Agreement to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Certificates by the authenticating agent Trustee or Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “Trustee by the Trustee” its duly authorized authenticating agent and a certificate of authentication executed on behalf of the Trustee by such an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a agent. (b) Any Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof. Any corporation into which any the authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation or exchange to which any the authenticating agent shall be a party, or any corporation Person succeeding to the corporate trust business of any the authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto or hereto, anything herein to the authenticating agent or such successor corporation. Any contrary notwithstanding. (c) An authenticating agent may at any time resign by giving written notice of resignation to Trustee, the Trustee Controlling Party and to the IssuerServicer. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent agent, the Controlling Party and to the IssuerServicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under this Section 16.11acceptable to Trustee or the Controlling Party, Trustee may and shall at the Trustee shall either promptly written direction of the Controlling Party appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a . Any successor authenticating agent to upon acceptance of its appointment hereunder shall become vested with all the Issuer rights, powers and shall mail notice duties of such appointment of a its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to all Holders of Notes as Trustee and the names and addresses of such Holders appear on the Note Register. The Issuer Controlling Party. (d) Trustee agrees to bear and pay to the authenticating agent from time to time all fees and expenses of any such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating agent. . (e) The provisions of Sections 7.0210.01, 7.03, 7.04 10.02 and 8.03 hereof and this Section 16.11 10.03 shall be applicable ------------------------------- to any authenticating agent. (f) If an authenticating agent shall have been appointed pursuant to this Section 6.09, the Certificates may have endorsed thereon, in addition to ------------ Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement. as Authenticating Agent for Trustee, By: Authorized Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.03 and 3.03 hereof3.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof7.09. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer and Company and, at the Company's expense, shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 7.04, 7.05, 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may may, with the consent of the Company, appoint an authenticating agent that Authenticating Agent or Agents acceptable to the Company with respect to the Securities which shall be authorized to act on its behalfbehalf of the Trustee to authenticate Securities issued upon transfer, exchange or substitution pursuant to this Indenture. The Trustee shall so appoint any such agent required to effectuate the listing on the Vancouver Stock Exchange contemplated by Section 1007. Securities authenticated by an Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder, and subject every reference in this Indenture to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Securities by the authenticating agent Trustee or the Trustee's certificate of authentication shall be deemed to be include authentication and delivery on behalf of such Notes “the Trustee by the Trustee” an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationAuthenticating Agent. Such authenticating agent Each Authenticating Agent shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State thereof, the District of Columbia or the federal or any provincial laws of Canada, authorized under such laws to act as Authenticating Agent and subject to supervision or examination by government or other fiscal authority. If at any time an Authenticating Agent shall cease to be eligible to serve as trustee hereunder pursuant to in accordance with the provisions of this Section 7.09 hereof612, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 612. Any corporation into which any authenticating agent an Authenticating Agent may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation or exchange to which any authenticating agent such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of any authenticating agentan Authenticating Agent, shall continue to be the successor of the authenticating agent hereunderan Authenticating Agent, if provided such successor corporation is shall be otherwise eligible -------- under this Section 16.11612, without the execution or filing of any paper or any further act on the part of the parties hereto Trustee or the authenticating agent or such successor corporationAuthenticating Agent. Any authenticating agent An Authenticating Agent may resign at any time resign by giving written notice of resignation thereof to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent an Authenticating Agent by giving written notice of termination thereof to such authenticating agent Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 612, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if -66- originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 612. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 16.11612. If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 612, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: This is one of the Securities referred to in the within-mentioned Indenture. __________________________, as Trustee By [Authenticating Agent], as Authenticating Agent By ___________________________ Authorized Officer If the Special Warrant Trustee or any other Canadian Person is appointed to act as an Authenticating Agent with respect to the Securities pursuant to this Section 612, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee's certification of authentication, an alternative certificate of authentication in the following form: Countersigned for Authentication Only _______________________, as Transfer Agent By ___________________________ Authorized Officer SECTION 613. Reports by Trustee to Holders. (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner provided pursuant thereto. To the extent that any such report is required by the TIA with respect to any 12-month period, such report shall cover the 12-month period ending May 15 and shall be transmitted within 60 days thereafter. (b) A copy of each report at the time of its mailing to Holders shall be filed with the United States Securities and Exchange Commission and each securities exchange on which the Securities are listed. The Company shall notify the Trustee whenever the Securities become listed on any securities exchange and any delisting therefrom. (c) The Trustee shall also transmit any reports made pursuant to this Section 613 to those parties required to receive them by virtue of the TIA. SECTION 614. Additional Qualifications and Duties Pursuant to the Trust Indenture Act. In addition to the other qualifications and duties required of the Trustee by this Article Six, the Trustee shall either promptly appoint a successor authenticating agent also comply with the following: (a) the Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1), 310(a)(5) and 310(b); (b) The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, been removed shall give written notice of such appointment of a successor authenticating agent be subject to TIA Section 311(a) to the Issuer extent indicated therein. (c) The Company shall furnish or cause to be furnished to the Trustee, at six-month intervals and at such other times as the Trustee shall mail notice request in writing, all information in its possession or control, or the control of such appointment of a successor authenticating agent to all Holders of Notes as any Paying Agents, regarding the names and addresses of such Holders appear on the Note Register. The Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Holders, and the authenticating agentTrustee shall preserve such information in as current a form as is reasonably practicable, including any such information received by the Trustee as Paying Agent. The provisions of Sections 7.02ARTICLE SEVEN CONSOLIDATION, 7.03MERGER, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.CONVEYANCE, TRANSFER OR LEASE

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3 and 3.03 hereof3.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating 76 174 agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer Company and the authenticating agent. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7, 3.3, 15.2 and 3.03 hereof16.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “"by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.1117.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes as the names and addresses of such Holders holders appear on the Note Registerregister. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as (to the extent pre-approved by the Company in writing), and the Trustee shall be agreed upon in writing between the Issuer and the authenticating agententitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 7.028.2, 7.038.3, 7.04 and 8.03 hereof 8.4, 9.3 and this Section 16.11 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent that which shall be authorized to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.042.4, 2.062.5, 2.072.6, 2.08 2.7 and 3.03 hereof3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes Debentures by the authenticating agent shall be deemed to be authentication and delivery of such Notes “Debentures "by the Trustee” " and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes Debentures for the Trustee’s 's certificate of authentication. Such authenticating agent shall at all times be a Person person eligible to serve as trustee hereunder pursuant to Section 7.09 hereof8.9. Any corporation into which any authenticating agent may be merged or exchanged converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume (which may be the duties and obligations of the former authenticating agent under this Supplemental Indenture and, upon such appointment of a successor authenticating agent, if madeTrustee), shall give written notice of such appointment of a successor authenticating agent to the Issuer Company and shall mail notice of such appointment of a successor authenticating agent to all Holders holders of Notes Debentures as the names and addresses of such Holders holders appear on the Note RegisterDebenture register. The Issuer Trustee agrees to pay to the authenticating agent from time to time such reasonable compensation for its services as shall be agreed upon (to the extent pre-approved by the Company in writing between the Issuer writing), and the authenticating agent. The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.the