Common use of Authentication Agent Clause in Contracts

Authentication Agent. The Trustee may appoint an authentication agent (the “Authentication Agent”) reasonably acceptable to the Issuer that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.03, 2.07 and 2.10 and Appendix A as fully to all intents and purposes as though the Authentication Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. For all purposes of this Indenture, the authentication and delivery of Notes by the Authentication 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 Authentication Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such Authentication Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.10. Any corporation or other entity into which any Authentication 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 Authentication Agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any Authentication Agent, shall be the successor of the Authentication Agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 2.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authentication Agent or such successor corporation or other entity. Any Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any Authentication Agent by giving written notice of termination to such Authentication Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authentication Agent shall cease to be eligible under this Section, the Trustee may appoint a successor Authentication Agent (which may be the Trustee), shall give written notice of such appointment to the Issuer and shall deliver notice of such appointment to all Holders. The Issuer agrees to pay to the Authentication Agent from time to time reasonable compensation for its services as agreed upon in writing. The provisions of Sections 7.02, 7.03, 7.04 and this Section 2.14 shall be applicable to any Authentication Agent. If an Authentication Agent is appointed pursuant to this Section 2.14, 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 Authentication Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized Officer

Authentication Agent. The Trustee may appoint an authentication agent Authentication Agent (the “Authentication Agent”) reasonably acceptable to the Issuer 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 2.03Section 2.04, 2.07 Section 2.07, Section 2.08, Section 2.09, Section 9.04 and 2.10 and Appendix A Section 13.03 as fully to all intents and purposes as though the Authentication Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. For all purposes of this Indenture, the authentication and delivery of Notes by the Authentication 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 Authentication Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such Authentication Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.107.09. Any corporation or other entity into which any Authentication 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 Authentication Agent shall be a party, or any corporation or other entity succeeding to the corporate agency or corporate trust business of any Authentication Agent, shall be the successor of the Authentication Agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 2.14Section, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authentication Agent or such successor corporation or other entity. Any Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time terminate the agency of any Authentication Agent by giving written notice of termination to such Authentication Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authentication Agent shall cease to be eligible under this Section, the Trustee may appoint a successor Authentication Agent (which may be the Trustee), shall give written notice of such appointment to the Issuer Company and shall deliver notice of such appointment to all HoldersNoteholders. The Issuer Company agrees to pay to the Authentication Agent from time to time reasonable compensation for its services as on the terms agreed upon in writingfrom time to time between the Company and the Authentication Agent. The provisions of Sections Section 7.02, Section 7.03, 7.04 Section 7.04, Section 8.03 and this Section 2.14 15.10 shall be applicable to any Authentication Agent. If an The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as Authentication Agent is appointed pursuant to this Section 2.14, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: , and Deutsche Bank Luxembourg S.A. as Authentication Agent, certifies Agent hereby accepts such appointment and the Company hereby confirms that this such appointment is one of the Notes described in the within-named Indenture. By: Authorized Officeracceptable to it.

Authentication Agent. The Trustee may appoint an authentication agent (the “Authentication Agent”) reasonably acceptable to the Issuer Issuers that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.03, 2.07 and 2.10 and Appendix A as fully to all intents and purposes as though the Authentication Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuerIssuers. For all purposes of this Indenture, the authentication and delivery of Notes by the Authentication 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 Authentication Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such Authentication Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.10. Any corporation or other entity into which any Authentication 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 Authentication Agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any Authentication Agent, shall be the successor of the Authentication Agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 2.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authentication Agent or such successor corporation or other entity. Any Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerIssuers. The Trustee may at any time terminate the agency of any Authentication Agent by giving written notice of termination to such Authentication Agent and to the IssuerIssuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authentication Agent shall cease to be eligible under this Section, the Trustee may appoint a successor Authentication Agent (which may be the Trustee), shall give written notice of such appointment to the Issuer Issuers and shall deliver notice of such appointment to all Holders. The Issuer agrees Issuers agree to pay to the Authentication Agent from time to time reasonable compensation for its services as agreed upon in writing. The provisions of Sections 7.02, 7.03, 7.04 and this Section 2.14 shall be applicable to any Authentication Agent. If an Authentication Agent is appointed pursuant to this Section 2.14, 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 Authentication Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized Officer

Authentication Agent. The (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent for any or all such Debentures, which the Trustee may appoint an authentication agent (shall have the “Authentication Agent”) reasonably acceptable right to the Issuer that appoint. Said Authenticating Agent shall be authorized to act on its behalf of the Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof, and subject Debentures so authenticated shall be entitled to its direction in the authentication and delivery benefits of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.03, 2.07 and 2.10 and Appendix A as fully to all intents and purposes as though the Authentication Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. Any such appointment shall be evidenced valid and obligatory for all purposes as if authenticated by an instrument signed by a Trust Officer, a copy of which shall be furnished the Trustee hereunder. All references in this Indenture to the Issuer. For all purposes authentication of this Indenture, the authentication and delivery of Notes Debentures by the Authentication Agent Trustee shall be deemed to be include authentication and delivery of such Notes “by the Trustee,” and a certificate of authentication executed on behalf of the Trustee by an Authentication Authenticating Agent. Each Authenticating Agent shall be deemed acceptable to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such Authentication Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.10. Any corporation or other entity into which any Authentication 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 Authentication Agent Company and shall be a partycorporation that has a combined capital and surplus, as most recently reported or any corporation or other entity succeeding to determined by it, sufficient under the corporate trust business laws of any Authentication Agentjurisdiction under which it is organized or in which it is doing business to conduct a trust business, shall be the successor of the Authentication Agent hereunder, if such successor corporation or other entity and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible under this Section 2.14in accordance with these provisions, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authentication Agent or such successor corporation or other entityit shall resign immediately. (b) Any Authentication Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerCompany. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authentication Authenticating Agent by giving written notice of termination to such Authentication Authenticating Agent and to the IssuerCompany. Upon receiving such a notice resignation, termination or cessation of resignation or upon such a termination, or in case at eligibility of any time any Authentication Agent shall cease to be eligible under this SectionAuthenticating Agent, the Trustee may appoint a an eligible successor Authentication Authenticating Agent (which may be acceptable to the Trustee)Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall give written notice become vested with all the rights, powers and duties of such appointment to the Issuer and shall deliver notice of such appointment to all Holders. The Issuer agrees to pay to the Authentication its predecessor hereunder as if originally named as an Authenticating Agent from time to time reasonable compensation for its services as agreed upon in writing. The provisions of Sections 7.02, 7.03, 7.04 and this Section 2.14 shall be applicable to any Authentication Agent. If an Authentication Agent is appointed pursuant to this Section 2.14, 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 Authentication Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized Officerhereto.

Authentication Agent. The Trustee may appoint an authentication agent (the “Authentication Agent”) reasonably acceptable to the Issuer Issuers that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Sections 2.03, 2.07 and 2.10 and Appendix A as fully to all intents and purposes as though the Authentication Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the IssuerIssuers. For all purposes of this Indenture, the authentication and delivery of Notes by the Authentication 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 Authentication Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such Authentication Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.10. Any corporation or other entity into which any Authentication 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 Authentication Agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any Authentication Agent, shall be the successor of the Authentication Agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 2.14, without the execution or filing of any paper or any further act on the part of the parties hereto or the Authentication Agent or such successor corporation or other entity. Any Authentication Agent may at any time resign by giving written notice of resignation to the Trustee and to the IssuerIssuers. The Trustee may at any time terminate the agency of any Authentication Agent by giving written notice of termination to such Authentication Agent and to the IssuerIssuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authentication Agent shall cease to be eligible under this Section, the Trustee may appoint a successor Authentication Agent (which may be the Trustee), shall give written notice of such appointment to the Issuer Issuers and shall deliver notice of such appointment to all Holders. The Issuer agrees Issuers agree to pay to the Authentication Agent from time to time reasonable compensation for its services as agreed upon in writing. The provisions of Sections 7.02, 7.03, 7.04 and this Section 2.14 shall be applicable to any Authentication Agent. If an Authentication Agent is appointed pursuant to this Section 2.14, 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 Authentication Agent, certifies that this is one of the Notes described in the within-named Indenture. By: Authorized OfficerSignatory