Common use of Authenticating Agent Clause in Contracts

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.05 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver NotesSecurities. For all purposes of this 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 Person eligible to serve as trustee hereunder pursuant to Section 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 17.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 17.10, the Securities 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 Securities described in the within-named Indenture. Authorized Officer

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3, 15.2 and 3.316.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee Trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 17.11, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "“by the Trustee" ” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's ’s certificate of authentication. Such authenticating agent shall at all times be a person eligible to serve as trustee Trustee hereunder pursuant to Section 8.97.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.27.3, 8.37.4, 8.47.5, 9.3 8.3 and this Section 17.11 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.07 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.96.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 6.02, 8.3Section 6.03, 8.4Section 6.04, 9.3 Section 7.03 and this Section 17.11 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.27.3, 8.37.4, 8.47.5, 9.3 8.3 and this Section 17.11 16.13 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.6, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation Successor Company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationSuccessor Company. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing)services, and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection , the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.07 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.98.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 8.02, 8.3Section 8.03, 8.4Section 8.04, 9.3 Section 9.03 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.42.04, 2.52.05, 2.62.06, 2.7 2.07 and 3.33.05, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.99.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 17.11, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.29.02, 8.39.03, 8.4, 9.3 9.04 and 10.03 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.96.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 6.02, 8.3Section 6.03, 8.4Section 6.04, 9.3 Section 7.03 and this Section 17.11 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.07 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.96.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 6.02, 8.3Section 6.03, 8.4Section 6.04, 9.3 Section 7.03 and this Section 17.11 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 18.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.316.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 17.11, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may shall upon Company request appoint an one or more authenticating agent agents with respect to one or more series of Debt Securities which shall be authorized to act on its behalf and subject to its direction of the Trustee in the authentication and delivery authenticating Debt Securities of Notes such series in connection with the original issuance thereof and transfers and exchanges issue, delivery, registration of Notes hereundertransfer, including under Sections 2.4exchange, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by partial redemption or repayment of such Debt Securities. Wherever reference is made in this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes Debt Securities by the authenticating agent Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes "the Trustee by the Trustee" an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent shall must be deemed acceptable to satisfy the Company and must be a corporation organized and doing business under the laws of the United States or of any requirement hereunder State, having a combined capital and surplus of at least $1,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities or the equivalent foreign authority in the Notes for the Trustee's certificate case of authentication. Such an authenticating agent shall at all times be a person eligible to serve as trustee hereunder pursuant to Section 8.9who is not organized and doing business under the laws of the United States or of any State thereof or the District of Columbia. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, shall continue to be an 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 An authenticating agent may at any time resign with respect to one or more series of Debt Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent with respect to one or more series of Debt Securities by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under in accordance with the provisions of this Section, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent (which may upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the Trustee), shall give written notice provisions of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerthis Section. The Trustee agrees to pay to the each authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing)under this Section, and the Trustee shall be entitled to be reimbursed for such pre-approved paymentspayment, subject to the provisions of Section 8.6607. The provisions of Sections 8.2104, 8.3111, 8.4306, 9.3 309, 603, 604, 605 and this Section 17.11 607 shall be applicable to any authenticating agent.. Pursuant to each appointment made under this Section, the Debt Securities of each series covered by such appointment may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Debt Securities, of the series designated herein, described in the within-mentioned Indenture. [______________________] By By Dated

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.42.04, 2.52.05, 2.62.06, 2.7 2.07, and 3.33.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "“by the Trustee" ” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.97.07. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 registerSecurity Register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable such compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.27.02, 8.37.03, 8.4, 9.3 7.04 and 12.03 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.07 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.96.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 6.02, 8.3Section 6.03, 8.4Section 6.04, 9.3 Section 7.03 and this Section 17.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04, Section 15.04, and 3.3, Section 16.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the 70 Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.27.3, 8.37.4, 8.47.5, 9.3 8.3 and this Section 17.11 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.02, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 2.09, Section 9.04, Section 12.02 and 3.3, Section 13.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.96.09. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 Sectionsection, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 6.02, 8.3Section 6.03, 8.4Section 6.04, 9.3 Section 7.03 and this Section 17.11 14.11 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 14.11, 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 which 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 2.42.04, 2.52.06, 2.62.07, 2.7 2.08 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.09. Any corporation into which any authenticating agent may be merged or converted exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion 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 SectionSection 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 CompanyIssuer. 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 CompanyIssuer. Upon receiving such 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, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 Company 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 Trustee Issuer agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to as shall be agreed upon in writing between the extent pre-approved by the Company in writing), Issuer and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.27.02, 8.37.03, 8.4, 9.3 7.04 and 8.03 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.98.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent's fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 8.02, 8.3Section 8.03, 8.4Section 8.04, 9.3 Section 9.03 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver NotesDebentures. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Debentures as the names and addresses of such holders appear on the Note Debenture register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.07, 2.7 Section 2.08, Section 10.04 and 3.3, Section 14.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 16.10, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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:

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.316.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 17.11, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.07, 2.7 Section 2.08, Section 10.04 and 3.3, Section 14.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 16.10, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of #92449509v11 such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.42.04, 2.52.05, 2.62.06, 2.7 2.07 and 3.33.03, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 15.12, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.27.02, 8.37.03, 8.4, 9.3 7.04 and 8.03 and this Section 17.11 18.12 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may shall upon Company request appoint an one or more authenticating agent agents (including, without limitation, the Company or any Affiliate thereof) with respect to one or more series of Debt Securities which shall be authorized to act on its behalf and subject to its direction of the Trustee in the authentication and delivery authenticating Debt Securities of Notes such series in connection with the original issuance thereof and transfers and exchanges issue, delivery, registration of Notes hereundertransfer, including under Sections 2.4exchange, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by partial redemption or repayment of such Debt Securities. Wherever reference is made in this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes Debt Securities by the authenticating agent Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes "the Trustee by the Trustee" an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent shall must be deemed acceptable to satisfy the Company and must be a corporation organized and doing business under the laws of the United States or of any requirement hereunder State, having a combined capital and surplus of at least $50,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities or the equivalent foreign authority in the Notes for the Trustee's certificate case of authentication. Such an authenticating agent shall at all times be a person eligible to serve as trustee hereunder pursuant to Section 8.9who is not organized and doing business under the laws of the United States or of any State thereof or the District of Columbia. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, shall continue to be an 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 An authenticating agent may at any time resign with respect to one or more series of Debt Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent with respect to one or more series of Debt Securities by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under in accordance with the provisions of this Section, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent (which may upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if -69- 82 originally named as an authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the Trustee), shall give written notice provisions of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerthis Section. The Trustee agrees to pay to the each authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing)under this Section, and the Trustee shall be entitled to be reimbursed for such pre-approved paymentspayment, subject to the provisions of Section 8.6607. The provisions of Sections 8.2104, 8.3111, 8.4306, 9.3 309, 603, 604 and this Section 17.11 605 shall be applicable to any authenticating agent.. Pursuant to each appointment made under this Section, the Debt Securities of each series covered by such appointment may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Debt Securities, of the series designated herein, described in the within-mentioned Indenture. [_______________________________________________] By___________________________________________ As Authenticating Agent for the Trustee By___________________________________________ Authorized Officer ARTICLE SEVEN

Authenticating Agent. (a) The Trustee may appoint an one or more authenticating agent agents with respect to the Notes which shall be authorized to act on its behalf and subject to its direction of the Trustee 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though exchange or repayment of the authenticating agent had been expressly authorized by Notes. Whenever reference is made in this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes "the Trustee by the Trustee" 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 authenticationagent. Such Each authenticating agent shall at all times must be a person eligible acceptable to serve as trustee hereunder pursuant to Section 8.9. the Issuer. (b) Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation institution succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, shall continue to be an 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 corporation. Any authenticating agent. (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under this Sectionacceptable to the Trustee or the Issuer, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent (which may upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be the Trustee), shall give written notice of such appointment appointed unless acceptable to the Company Trustee and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. Issuer. (d) The Trustee agrees to pay to the each authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing)under this Section 2.5, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such pre-approved paymentsreasonable payments actually made, subject to Section 8.6. The the provisions of Sections 8.2, 8.3, 8.4, 9.3 Section 11.01 of the Sale and Servicing Agreement. (e) Pursuant to an appointment made under this Section 17.11 shall be applicable to any authenticating agent.2.5, the Notes may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the certificates described in the Indenture. [Name of Authenticating Agent], as Authenticating Agent for the Trustee, By:____________________________ Authorized Officer

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.07, 2.7 Section 2.08, Section 10.04 and 3.3, Section 15.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 Section 2.08 and 3.3Section 2.09, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.96.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 15.10, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 6.02, 8.3Section 6.03, 8.4Section 6.04, 9.3 Section 7.03 and this Section 17.11 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. The Trustee may at any time terminate the agency of any 83 89 authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 conversions of Notes hereunder, including under Sections 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 and 3.3Section 2.07, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the TrusteeBY THE TRUSTEE" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.96.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent's fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 6.02, 8.3Section 6.03, 8.4Section 6.04, 9.3 Section 3.07 and this Section 17.11 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection , the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may Upon the request of the Issuer, the Note Administrator shall, and if the Note Administrator so chooses the Note Administrator may, pursuant to this Indenture and Credit Agreement, appoint an authenticating agent which shall be authorized one or more Authenticating Agents with power 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 issuance, transfers and exchanges of Notes hereunder, including under Sections 2.4, 2.5, 2.6, 2.7 2.6 and 3.38.5 hereof, as fully to all intents and purposes as though the authenticating agent each such Authenticating Agent had been expressly authorized by this Indenture and those such Sections to authenticate and deliver such Notes. For all purposes of this IndentureIndenture and Credit Agreement, the authentication and delivery of Notes by the authenticating agent an Authenticating Agent pursuant to this Section 2.12 shall be deemed to be the 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 8.9Note Administrator. Any corporation or banking association into which any authenticating agent Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, consolidation or conversion to which any authenticating agent Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agentAuthenticating Agent, shall be the successor of the authenticating agent such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent such Authenticating Agent or such successor corporation. Any authenticating agent Authenticating Agent may at any time resign by giving written notice of resignation to the Note Administrator, the Trustee and to the CompanyIssuer. The Trustee Note Administrator 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, the Trustee and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee Note Administrator shall promptly appoint a successor authenticating agent (which may be the Trustee), Authenticating Agent and shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerIssuer. The Trustee Note Administrator agrees to pay to the authenticating agent each Authenticating Agent appointed by it from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing)services, and reimbursement for its reasonable expenses relating thereto and the Trustee Note Administrator shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.66.7 hereof. The provisions of Sections 8.22.9, 8.3, 8.4, 9.3 6.4 and this Section 17.11 6.5 hereof shall be applicable to any authenticating agentAuthenticating Agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 3.04, 2.5Section 3.05, 2.6Section 3.06, 2.7 Section 3.07, Section 9.04 and 3.3, Section 12.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this the Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 ’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 14.06, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail give notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 14.06 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 14.06, 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 which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04, Section 14.02(d) and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 which 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 2.42.04, 2.52.05, 2.62.06, 2.7 2.07 and 3.33.04, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.97.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 15.11, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 Company and and, at the Company's expense, 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 Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.27.03, 8.37.04, 8.47.05, 9.3 8.03 and this Section 17.11 15.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee at the sole expense of the Company may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.10. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 18.12, 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 corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 18.12 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 18.12, 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 which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 19.10, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 19.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 19.10, 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 Section 2.08, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 which shall be authorized to act on its the Trustee’s 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "“by the Trustee" ” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's ’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee Trustee hereunder pursuant to Section 8.9. Any corporation Person into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation Person is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationPerson. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Notes as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 16.12, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agentRegister.

Authenticating Agent. The Trustee at the sole expense of the Company may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.10. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 18.12, 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 corporationcorporation or other entity. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. ​ The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 18.12 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 18.12, 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 which 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 2.4‎Section 2.04, 2.5‎Section 2.05, 2.6‎Section 2.06, 2.7 ‎Section 2.07, ‎Section 10.04 and 3.3, ‎Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "“by the Trustee" ” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9‎Section 7.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this Section‎Section 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent's fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2‎Section 7.02, 8.3‎Section 7.03, 8.4‎Section 7.04, 9.3 ‎Section 8.03 and this Section 17.11 ‎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 which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04, Section 14.02(d) and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. 81 Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.27.3, 8.37.4, 8.47.5, 9.3 8.3 and this Section 17.11 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 3.04, 2.5Section 3.05, 2.6Section 3.06, 2.7 Section 3.07, Section 9.04 and 3.3, Section 12.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this the Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 ’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 14.06, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail give notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. 80 The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 14.06 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 14.06, 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 which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a 114 123 successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 Section 2.08, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. #98368004v14 The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 which 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 2.42.04, 2.52.05, 2.62.06, 2.7 2.07 and 3.34.02, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.98.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 17.11, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.28.02, 8.38.03, 8.4, 9.3 8.04 and 9.03 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.98.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 8.02, 8.3Section 8.03, 8.4Section 8.04, 9.3 Section 9.03 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 14.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. Upon appointment of an authenticating agent (which may be the Trustee), the Trustee shall give written notice of such appointment to the Company and shall mail notice of such appointment to all Holders as the names and addresses of such Holders appear on the Note Register. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writingmay terminate the authenticating agent (if other than the Trustee), and the Trustee shall be entitled if it determines such authenticating agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6, 2.7 Section 2.08 and 3.3Section 2.09, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.98.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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. 106 Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent's fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 8.02, 8.3Section 8.03, 8.4Section 8.04, 9.3 Section 9.03 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7 and 3.3Section 2.08, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.96.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail transmit notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 6.02, 8.3Section 6.03, 8.4Section 6.04, 9.3 Section 7.03 and this Section 17.11 16.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the The Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.27.3, 8.37.4, 8.47.5, 9.3 8.3 and this Section 17.11 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, hereunder as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.910.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 21.09, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 10.02, 8.3Section 10.03, 8.4Section 10.04, 9.3 Section 10.05 and this Section 17.11 21.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 21.10, 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 which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 19.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which shall be authorized to act on its the Trustee's 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee Trustee hereunder pursuant to Section 8.9. Any corporation Person into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation Person succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor 122 of the authenticating agent hereunder, if such successor corporation Person is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationPerson. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders Holders of Notes as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.07, 2.7 Section 2.08, Section 10.04 and 3.3, Section 14.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 16.10, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6, 2.7 Section 2.06 and 3.3Section 2.07, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.96.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Noteholders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 6.02, 8.3Section 6.03, 8.4Section 6.04, 9.3 Section 7.03 and this Section 17.11 15.10 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 13.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. (a) The Trustee may appoint an one or more authenticating agent agents with respect to the Certificates which shall be authorized to act on its behalf and subject to its direction of the Trustee in authenticating the authentication and delivery of Notes Certificates in connection with the original issuance thereof and transfers and exchanges issuance, delivery, registration of Notes hereundertransfer, including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully exchange or repayment of Certificates. Whenever reference is made in this Agreement to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes Certificates by the authenticating agent Trustee or the Trustee's certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes "the Trustee by the Trustee" 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 authenticationagent. Such Each authenticating agent shall at all times must be a person eligible acceptable to serve as trustee hereunder pursuant to Section 8.9. Seller and the Servicer. (b) Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation institution succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, shall continue to be an 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 corporation. Any authenticating agent. (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanySeller. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent and to the CompanySeller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under this Sectionacceptable to the Trustee or Seller or the Servicer, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent (which may upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee), shall give written notice of such appointment to Seller and the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. Servicer. (d) The Trustee Servicer agrees to pay to the each authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing)under this Section 6.8, and ----------- the Trustee shall be entitled to be reimbursed and Servicer shall reimburse the Trustee for such pre-approved paymentsreasonable payments actually made, subject to the provisions of Section 8.611.5. ------------- (e) The provisions of Sections 8.211.1, 8.3, 8.4, 9.3 11.2 and this Section 17.11 11.3 shall be applicable ------------- ---- ---- to any authenticating agent. (f) Pursuant to an appointment made under this Section 6.8, the ----------- Certificates may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates described in the Pooling and Servicing Agreement. ------------------------------- as Authenticating Agent for the Trustee, By:---------------------------- Authorized Officer

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 3.04, 2.5Section 3.05, 2.6Section 3.06, 2.7 Section 3.07, Section 9.04 and 3.3, Section 12.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this the Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 ’s certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 14.06, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail give notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 14.06 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 14.06, 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 which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent's fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.7, 15.2 and 3.3, 16.2 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. 81 The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. (a) The Trustee may appoint an one or more authenticating agent agents with respect to the Notes which shall be authorized to act on its behalf and subject to its direction of the Trustee 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though exchange or repayment of the authenticating agent had been expressly authorized by Notes. Whenever reference is made in this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes "the Trustee by the Trustee" 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 authenticationagent. Such Each authenticating agent shall at all times must be a person eligible acceptable to serve as trustee hereunder pursuant to Section 8.9. the Issuer. (b) Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation institution succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, shall continue to be an 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 corporation. Any authenticating agent. (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under this Sectionacceptable to the Trustee or the Issuer, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. d) The Trustee Issuer agrees to pay to the each authenticating agent from time to time reasonable compensation for its services (under this Section 2.5; subject to the extent pre-approved by the Company in writing), and the Trustee shall be entitled prior written consent of each Noteholder. (e) Pursuant to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and an appointment made under this Section 17.11 shall be applicable to any authenticating agent.2.5, the Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the notes described in the Indenture. [Name of Authenticating Agent], as Authenticating Agent for the Trustee, By: Responsible Officer

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agentHolders.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.07. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 17.11, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 7.06, Section 8.03 and this Section 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 which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 19.10, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 19.10 shall be applicable to any authenticating agent.. If an authenticating agent is appointed pursuant to this Section 19.10, 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3 and 3.33.5, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating 129 139 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee Company agrees to pay to the authenticating agent from time to time such reasonable compensation for its services (to the extent pre-approved by as shall be agreed upon in writing between the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6authenticating agent. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an -------------------- authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to for all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which that shall be authorized to act on its behalf and subject to its direction reasonable judgment in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.10. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating agent, shall be the successor of the 100 authenticating agent hereunder, if such successor corporation company is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporationcompany. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6services. The provisions of Sections 8.27.3, 8.37.4, 8.47.5, 9.3 8.3 and this Section 17.11 16.14 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.04 as fully to all intents and purposes as though the authenticating agent 91 NY\7714988.8 had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07 and 3.3Section 3.06, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.98.09. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.68.06. The provisions of Sections 8.2Section 8.02, 8.3Section 8.03, 8.4Section 8.04, 9.3 Section 9.03 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this Indenture, and upon an appointment of a successor authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to the 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 Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall be applicable to any authenticating agent.

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4‎Section 2.04, 2.5‎Section 2.05, 2.6‎Section 2.06, 2.7 ‎Section 2.07, ‎Section 10.04 and 3.3, ‎Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9‎Section 7.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this Section‎Section 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section‎Section 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2‎Section 7.02, 8.3‎Section 7.03, 8.4‎Section 7.04, 9.3 ‎Section 8.03 and this Section 17.11 ‎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. Authorized Officer

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 18.11 shall be applicable to any authenticating agent.

Authenticating Agent. (a) The Trustee may appoint an one or more authenticating agent agents with respect to the Notes which shall be authorized to act on its behalf and subject to its direction of the Trustee 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though exchange or repayment of the authenticating agent had been expressly authorized by Notes. Whenever reference is made in this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to be include authentication and delivery on behalf of such Notes "the Trustee by the Trustee" 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 authenticationagent. Such Each authenticating agent shall at all times must be a person eligible acceptable to serve as trustee hereunder pursuant to Section 8.9. the Issuer. (b) Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation institution succeeding to the corporate trust agency business of any authenticating agent, shall be the successor of the an authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section, shall continue to be an 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 corporation. Any authenticating agent. (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the CompanyIssuer. The Trustee may at any time terminate the agency of any an authenticating agent by giving written notice of termination to such authenticating agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any an authenticating agent shall cease to be eligible under this Sectionacceptable to the Trustee or the Issuer, the Trustee shall promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note register. d) The Trustee Issuer agrees to pay to the each authenticating agent from time to time reasonable compensation for its services (under this Section 2.5; subject to the extent pre-approved by the Company in writing), and the Trustee shall be entitled prior written consent of each Noteholder. (e) Pursuant to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and an appointment made under this Section 17.11 shall be applicable to any authenticating agent.2.5, the Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the notes described in the Indenture. [Name of Authenticating Agent], 4140-8886-1733.4 as Authenticating Agent for the Trustee, By: Responsible Officer

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 2.7, 3.3, and 3.315.2, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication. Such authenticating agent shall at all times be a person Person eligible to serve as trustee Trustee hereunder pursuant to Section 8.9. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation succeeding to 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall either promptly appoint a successor authenticating agent (which may be or itself assume the Trustee)duties and obligations of the former authenticating agent under this 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 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 Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by the Company in writing), and the Trustee shall be entitled to be reimbursed for such pre-approved payments, subject to Section 8.6. The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 16.11 shall be applicable to any authenticating agent.. 57 123

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or 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 SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Notes Holders as the names and addresses of such holders Holders appear on the Note registerRegister. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7 Section 2.07, Section 10.04 and 3.3, Section 15.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this SectionSection 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.07, 2.7 Section 2.08, Section 10.04 and 3.3, Section 14.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.97.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this SectionSection 16.10, 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2Section 7.02, 8.3Section 7.03, 8.4Section 7.04, 9.3 Section 8.03 and this Section 17.11 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 Signatory

Authenticating Agent. The Trustee may appoint an authenticating agent which 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 2.4‎Section 2.04, 2.5‎Section 2.05, 2.6‎Section 2.06, 2.7 ‎Section 2.07, ‎Section 10.04 and 3.3, ‎Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this 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 8.9‎Section 7.08. Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity 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 or other entity is otherwise eligible under this Section‎Section 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 Company. 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 Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section‎Section 17.10, the Trustee shall promptly may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail deliver notice of such appointment to all holders of Notes as the names and addresses of such holders appear on the Note registerHolders. The Trustee Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services (to the extent pre-approved by although the Company in writing)may terminate the authenticating agent, and the Trustee shall be entitled if it determines such agent’s fees to be reimbursed for such pre-approved payments, subject to Section 8.6unreasonable. The provisions of Sections 8.2‎Section 7.02, 8.3‎Section 7.03, 8.4‎Section 7.04, 9.3 ‎Section 8.03 and this Section 17.11 ‎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