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 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 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 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. 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 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 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, 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 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 (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 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 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 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 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 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 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 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, 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, 2.08 Section 2.08, Section 10.04, Section 13.02(d) and 3.03 hereof, Section 14.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Supplemental the Indenture and those Sections hereof to authenticate and deliver Notes. For all purposes of this Supplemental the 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 hereof7.08. 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 16.1116.10, 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 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 16.1116.10, 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 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 Section 7.02, Section 7.03, 7.04 Section 7.04, Section 8.03 and 8.03 hereof and this Section 16.11 16.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 16.10, 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 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 3.02 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, 2.06, 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 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 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 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 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, behalf of the Trustee 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 15.04 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 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 16.1115.09, 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 16.1115.09, 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, shall give written notice of such appointment of a successor authenticating agent to the Issuer Company 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 RegisterHolders. 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 shall be applicable to any authenticating agent.Section

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, 2.06, 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, 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 Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04, Section 15.04 and 3.03 hereof, Section 16.03 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 hereof7.08. 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 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 16.1117.11, 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 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 Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 7.06, Section 8.03 hereof and this Section 16.11 17.11 shall be applicable to any authenticating agent. If an authenticating agent is appointed pursuant to this Section 17.11, 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 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 acceptable to the Company 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 ‎Section 2.04, ‎Section 2.05, ‎Section 2.06, ‎Section 2.07, 2.08 ‎Section 10.04 and 3.03 hereof, ‎Section 15.04 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 hereof‎Section 7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange 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 17.10, 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 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 RegisterHolders. 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. 118 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 ‎Section 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, 2.06, 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 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 2.04, 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, 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 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 '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. 110 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 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 including, without limitation, under Sections 2.04, 2.05, 2.06, 2.07, 2.08 3.02, 3.03 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 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 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 7.02, 7.03, 7.04 and 8.03 hereof 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 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 16.1119.10, 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 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 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 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 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 16.1117.11, 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 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 16.1116.10, 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 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 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 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 16.11, 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 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent Authenticating Agent that shall be authorized to act on its behalf, and subject to its direction, in the authentication and delivery of one or more series of Subordinated Notes in connection with the original issuance thereof and transfers and exchanges of Subordinated Notes of such series hereunder, including under Sections 2.04Article Two, 2.06, 2.07, 2.08 Article Three and 3.03 hereofArticle Eleven, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver NotesSubordinated Notes of such series. For all purposes of this Supplemental Indenture, the authentication and delivery of Subordinated Notes of such series by the authenticating agent Authenticating Agent shall be deemed to be authentication and delivery of such Subordinated 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 Subordinated Notes of such series for the Trustee’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 hereof609. 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 of 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 16.111610, 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 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 this Section 16.111610, 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 and and, at the Issuer’s expense, shall mail notice of such appointment of a successor authenticating agent Authenticating Agent to all Holders holders of Subordinated Notes of the series with respect to which such appointment shall apply as the names and addresses of such Holders appear on the Note Security Register. The Issuer agrees 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 and the authenticating agentAuthenticating Agent. The provisions of Sections 7.02306, 7.03603, 7.04 and 8.03 hereof 604, 605 and this Section 16.11 1610 shall be applicable to any authenticating agentAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent acceptable to the Company 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 Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 15.04 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 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange 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 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 RegisterHolders. 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 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. 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, 2.062.03, 2.07, 2.08 2.08, 2.10, 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 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 16.1116.13, 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 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 16.13 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 3.02 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 8.09 hereof. 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 8.04 and 8.03 9.03 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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.062.03, 2.07, 2.08 2.08, 2.10, 3.03 and 3.03 hereof3.09, 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 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 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 16.1116.13, 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 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 16.13 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 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, 2.05, 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. 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 There may (and whenever the Trustee may appoint shall not maintain an authenticating office or agent that shall in each Place of Payment there shall) be authorized an Authenticating Agent appointed by the Trustee with power to act on its behalf, behalf and subject to its direction, direction in the authentication and delivery of Notes the Bonds in connection with the original issuance thereof delivery of Bonds pursuant to Section 2.03 and transfers and exchanges of Notes hereunder, including under Sections 2.042.05, 2.06, 2.07, 2.08 2.06 and 3.03 hereof3.07, as fully to all intents and purposes as though the authenticating agent Authenticating Agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notesthe Bonds. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes the Bonds by the authenticating agent Authenticating Agent pursuant to this Section shall be deemed to be the authentication and delivery of such Notes the Bonds “by the Trustee” and a certificate of authentication executed on behalf of ”. The Trustee is hereby appointed Authenticating Agent with respect to the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authenticationBonds. Such authenticating agent Each Authenticating Agent shall at all times be a Person eligible bank or trust company having an office or agent in a Place of Payment, and shall at all times be an entity organized and doing business under the laws of the United States or of any state with a combined capital and surplus of at least $50,000,000 and authorized under such laws to serve as trustee hereunder exercise corporate trust powers and subject to supervision or examination by federal or state authority. If such entity publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 7.09 hereofthe combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any corporation entity into which any authenticating agent Authenticating Agent may be merged or exchanged converted or with which it may be consolidated, or any corporation entity resulting from any merger, consolidation consolidation, or exchange conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation entity succeeding to the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent Authenticating Agent hereunder, if such successor corporation 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 Authenticating Agent or such successor corporationentity. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the District, the Credit Enhancer, the Liquidity Bank 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 IssuerDistrict, the Credit Enhancer, the Liquidity Bank, and the Company. 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 16.11Section, the Trustee with the approval of the Credit Enhancer and the Liquidity Bank shall either promptly appoint a successor authenticating agent or itself assume the duties Authenticating Agent 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 District 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 RegisterCompany. The Issuer agrees Trustee shall be entitled to pay be reimbursed for any reasonable compensation paid by the Trustee to the authenticating agent from time to time such reasonable compensation Authenticating Agent for its services as shall be agreed upon in writing between the Issuer service subject to Section 8.03 and the authenticating agent8.07. The provisions of Sections 7.022.09, 7.038.03, 7.04 8.04, and 8.03 hereof and 8.05 of this Section 16.11 Indenture 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 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 2.10, 3.04 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 16.1115.11, 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 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 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 of any series 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 NotesNotes of such series. For all purposes of this Supplemental Indenture, the authentication and delivery of Notes of the applicable series 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 of such series 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 of the applicable series 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 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 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, 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 in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections Section 2.04, 2.06Section 305 of the Original Indenture, 2.07, 2.08 Section 3.03 and 3.03 hereofSection 3.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this First Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes of this First 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 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 16.1113.11, 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 First 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 Noteholders as the names and addresses of such Holders Noteholders 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, 3.06, 3.10 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 hereof7.09. 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 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 Company 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 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 62 DM_US 172750087-7.111690.0021 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, 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 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, 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 Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04, Section 14.05 and 3.03 hereof, Section 15.03(b) 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 hereof7.08. 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 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 other than the Trustee), if it determines such authenticating 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 16.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 16.10, 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. 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, 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 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 Securities Administrator 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 Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 14.03 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 TrusteeSecurities Administrator” and a certificate of authentication executed on behalf of the Trustee Securities Administrator by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the TrusteeSecurities Administrator’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 16.1116.10, 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 corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee Trustee, the Securities Administrator and to the IssuerCompany. The Trustee Securities Administrator 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 16.1116.10, the Trustee shall either promptly Securities Administrator 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 madeSecurities Administrator), 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 Section 7.02, Section 7.03, 7.04 and Section 7.04, Section 8.03 hereof and this Section 16.11 16.10 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 Securities Administrator’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 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 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 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 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 2.04Article II, 2.06, 2.07, 2.08 Article III and 3.03 hereofSection 4.09, 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 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 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 16.1115.11, 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 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 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 3.02 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 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 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 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 holders of Notes Securities 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 7.026.02, 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 (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, ?, 3.05 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 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 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 eligible under this Section 16.11Section, 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 Company 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 Company agrees 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 Company 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 2.04, 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 2.042.4, 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 83 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. (a) The Trustee Administrative Agent may appoint one or more authenticating agents (each an authenticating agent that "AUTHENTICATING AGENT") with respect to the Notes which shall be authorized to act on its behalf, and subject to its direction, behalf of the Administrative Agent in authenticating the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges issuance, delivery, registration of Notes hereundertransfer, including under Sections 2.04, 2.06, 2.07, 2.08 and 3.03 hereof, as fully to all intents and purposes as though exchange or repayment of the authenticating agent had been expressly authorized by this Supplemental Indenture and those Sections to authenticate and deliver Notes. For all purposes Either the Administrative Agent or the Authenticating Agent, if any, then appointed and acting on behalf of the Administrative Agent shall authenticate the Notes. Whenever reference is made in this Supplemental Indenture, Indenture to the authentication and delivery of Notes by the authenticating agent Administrative Agent or the Administrative Agent's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes “the Administrative Agent by the Trustee” an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee Administrative Agent by an Authenticating Agent. Each authenticating agent shall must be deemed acceptable 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. Issuer. (b) 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 institution succeeding to the corporate trust agency business of any authenticating agent, an Authenticating Agent shall continue to be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section 16.11, an Authenticating Agent without the execution or filing of any paper document or any further act on the part of the parties hereto Administrative Agent, such Authenticating Agent or the authenticating agent or such successor corporation. Any authenticating agent any other Person. (c) An Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee Administrative Agent and to the Issuer. The Trustee Administrative Agent or the Issuer may at any time terminate the agency of any authenticating agent an Authenticating Agent by giving written notice of termination to such authenticating agent Authenticating Agent and to the Issuer (in the case of such termination by the Administrative Agent) or the Administrative Agent (in the case of such termination by 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 Administrative Agent may promptly appoint a successor authenticating agent or itself assume Authenticating Agent acceptable to the Issuer, PROVIDED, that until a successor shall be so appointed, 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 Authenticating Agent shall be agreed performed by the Administrative Agent. Any successor Authenticating Agent upon in writing between acceptance of its appointment hereunder shall become vested with all the Issuer rights, powers and the authenticating agent. duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. (d) The provisions of Sections 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 SECTIONS 11.01 through 11.06 shall be applicable to any authenticating agentAuthenticating Agent as if the references in the applicable provisions thereof to "the Trustee" and the "Administrative Agent" were references to the 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 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 16.1116.10, 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 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 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, 2.06, 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 '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 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 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. 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 Debentures in connection with the original issuance thereof and transfers and exchanges of Notes Debentures hereunder, including under Sections 2.04, 2.062.03, 2.07, 2.08 2.08, 2.10, 3.03 and 3.03 hereof3.09, 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 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 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 is otherwise eligible under this Section 16.1116.13, 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 7.02, 7.03, 7.04 and 8.03 hereof and this Section 16.11 16.13 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 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 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 16.1115.12, 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 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 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 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 16.1117.12, 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 acceptable to the Company 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 Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08 Section 10.04 and 3.03 hereof, Section 15.04 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 hereof7.08. Any corporation or other entity into which any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or exchange 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 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 RegisterHolders. 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 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 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 16.1117.12, 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, 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 10.04 and 3.03 hereof, ‎Section 14.04 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 hereof‎Section 7.09. 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 ‎Section 7.02, ‎Section 7.03, 7.04 and ‎Section 7.04, ‎Section 8.03 hereof and this Section 16.11 ‎Section 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 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.