Common use of Appointment of Authenticating Agent Clause in Contracts

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon

Appointment of Authenticating Agent. (1) At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 1.6. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. . (2) Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon.

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 11.12, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this SectionSection 11.12, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under this SectionSection 11.12, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: ______________, 20[ ] The Bank of New York Mellon___ ▇▇▇▇▇ FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee, By: ____________________________________ as Authenticating Agent By: ____________________________________ Authorized Officer of The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, N.A.

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person organized and doing business under the laws of the United States of AmericaStates, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon▇▇▇▇▇ FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, N.A.

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series series or Classes pursuant to Section 306 issued upon original issue, exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6repayment thereof, and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certification of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer and will shall at all times be a Person bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal Federal or state authority of the United StatesState authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person Corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee for such series and to the Issuer. The Indenture Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions provision of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee for such series may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer and will shall give notice of such appointment to each Noteholder as provided all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner set forth in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating AgentAgent herein. No successor Authenticating Agent will shall be appointed unless eligible under the provisions provision of this Section. The Indenture Trustee Issuer agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to or in lieu of the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication substantially in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely (TRUSTEE) as Indenture Trustee, Trustee By: as ------------------------------------ Authenticating Agent By: ------------------------------------ Authorized Officer Signatory If all of The Bank the Securities of New York Mellonany series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officers' Certificate by the Issuer), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents, with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 1.06. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of ColumbiaColumbia or the laws of Canada or any province thereof, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a U.S. federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising Canadian federal or examining provincial authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.71.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 7.07. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This Transfer Online, Inc., as Trustee, certifies that this is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: ____________ Transfer Online, 20[ ] The Bank of New York MellonInc., not in its individual capacity but solely as Indenture Trustee, Trustee By: as ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series series or Classes pursuant to Section 306 issued upon original issue, exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6repayment thereof, and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certification of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer and will shall at all times be a Person bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal Federal or state authority of the United StatesState authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, Section without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee for such series and to the Issuer. The Indenture Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee for such series may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer and will shall give notice of such appointment to each Noteholder as provided all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner set forth in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating AgentAgent herein. No successor Authenticating Agent will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Issuer agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to or in lieu of the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication substantially in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonIndenture.

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an authenticating agent or agents (each, an “Authenticating Agent Agent”) with respect to one or more Series or Classes of the Notes which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes and the Trustee shall give written notice of such Series or Classes issued upon exchangeappointment to all Holders of Notes with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and 1.06. Notes so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Issuers. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Issuers and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal Federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerIssuers. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerIssuers. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Issuers and will shall give written notice of such appointment to each Noteholder as all Holders of Notes, in the manner provided for in Section 1.71.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Issuers agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable such compensation for its services under this Section, out of Section as shall be agreed in writing between the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureIssuers and such Authenticating Agent. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes of the Classes designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: WILMINGTON TRUST, 20[ ] The Bank of New York MellonNATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon:

Appointment of Authenticating Agent. (1) At any time when any of the Notes remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes of Notes which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchangeand the Trustee shall give written notice of such appointment to all Holders of Notes of the Series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and 1.6. Notes so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, Canada or any State thereof or the District of Columbiaprovince thereof, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, 35,000,000 and subject to supervision or examination by a Canadian federal or state authority of the United Statesprovincial authority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. . (2) Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. . (3) An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer and shall give written notice of such appointment to all Holders of Notes of the Series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.71.6. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. . (4) The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. Section 6.6. (5) If an appointment with respect to one or more Classes Series is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: This is one of the Notes of the Classes designated herein Series designated, and referred to in issued under the within-mentioned Indenture and Indenture Supplementdescribed herein. Dated: [ ], 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By as Authenticating Agent By: By Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an authorized signatory of an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent publishes corporation files reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so publishedfiled. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon.

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, The Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities, which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6306 (provided that the Trustee’s appointment of such Authenticating Agent shall be subject to the Company’s and the Guarantor’s approval at the time of and throughout such appointment), and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will the Guarantor and shall at all times (i) be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, (ii) be authorized under such laws to act as an Authenticating AgentAgent hereunder, having (iii) have a combined capital and surplus of not less than at least $50,000,000 and50,000,000, if other than the Issuer itself, and (iv) be subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent files or publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so filed or published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, will continue to shall be an the successor Authenticating Agent, Agent hereunder; provided that such Person will shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany and the Guarantor. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany and the Guarantor, and the Trustee shall terminate any such agency promptly upon request by the Company or the Guarantor. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will (provided that the Trustee’s appointment of such successor Authenticating Agent shall be acceptable subject to the Issuer Company’s and will the Guarantor’s approval at the time of and throughout such appointment) and shall give notice to each Noteholder as of such appointment in the manner provided in Section 1.7106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Each of the Company and the Guarantor, jointly and severally, agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of Section as agreed to in writing between the Indenture Trustee’s own funds without reimbursement pursuant to this Indentureparties. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in lieu of the Trustee’s certificate of authentication, an alternate Certificate alternative certificate of Authentication authentication in substantially the following form: This is one of the Notes Securities of the Classes series designated herein and referred to in therein issued under the within-mentioned Indenture and Indenture SupplementIndenture. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: its Authorized Officer of The Bank of New York MellonSignatory Date:

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders Holders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenturefunds. The Indenture Trustee shall be the initial Authenticating Agent. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: ______________, 20[ ] The Bank of New York Mellon__ DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonAgent

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 1.06. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the applicable Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the applicable Issuer and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, 5 million Dollars and subject to supervision or examination by a federal Federal or state authority of the United StatesState authority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the applicable Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the applicable Issuer. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the applicable Issuer and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.71.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 6.07. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: THE BANK OF NEW YORK MELLON TRUST COMPANY, 20[ ] The Bank of New York MellonN.A., not in its individual capacity but solely as Indenture Trustee, By: Trustee By as Authenticating Agent By: By Authorized Officer of The Bank of New York MellonSignatory

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 606. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ____________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: [THE CHASE MANHATTAN BANK], 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By ________________________ as Authenticating Agent By: By ________________________ Authorized Officer of The Bank of New York MellonARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 606. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ____________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonIndenture.

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents (which may be an Affiliate or Affiliates of the Company, provided such Affiliate or Affiliates shall be eligible under this Section) with respect to one or more Series or Classes series of Notes which will Securities that shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series series issued upon original issue or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6thereof, and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer and will Company and, except as may otherwise be provided pursuant to Section 301, shall at all times be a Person bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject eligible to supervision or examination by a federal or state authority of the United Statesserve as trustee hereunder pursuant to Section 607. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee for such series and to the IssuerCompany. The Indenture Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee for such series may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall promptly give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as provided serve in the manner set forth in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating AgentAgent herein. No successor Authenticating Agent will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication substantially in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture Indenture. U.S. Bank National Association, as Trustee By: By: If all of the Securities of a series may not be originally issued at one time, and Indenture Supplement. Dated: the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture the Trustee, By: as if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent By: Authorized Officer (which, if so requested by the Company, shall be an Affiliate of The Bank the Company, provided such Affiliate shall be eligible under this Section) having an office in a Place of New York MellonPayment designated by the Company with respect to such series of Securities, provided that the terms and conditions of such appointment are acceptable to the Trustee.

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture. U.S. Bank National Association, as Trustee By: By: SECTION 613. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). SECTION 701. Disclosure of Names and Indenture SupplementAddresses of Holders; Company to Furnish Trustee Names and Addresses of Holders. Dated: , 20[ ] The Bank of New York MellonCompany will furnish or cause to be furnished to the Trustee: (1) semi-annually, not more than 15 days after each Regular Record Date, a list for each series of Registered Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of such series as of the Regular Record Date, and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its individual capacity but solely as Indenture TrusteeSecurity Registrar. Every Holder of Securities or Coupons, By: by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as Authenticating Agent By: Authorized Officer to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b). The Bank of New York MellonTrustee shall comply with all obligations imposed upon it pursuant to TIA Section 312.

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes series issued upon exchange, registration of transfer or partial redemption or repayment thereof, or partial conversion or exchange thereof into other securities or pursuant to Section 6.6property, and Notes such Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof state or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and will shall give notice of such appointment to each Noteholder as provided all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner set forth in Section 1.7106 by mailing or causing to be mailed such notice to the Holders of Securities of such series as they appear on the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder will shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating AgentAgent herein. No successor Authenticating Agent will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series of Securities is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication substantially in the following form: “This is one of the Notes of the Classes Securities designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: U.S. BANK NATIONAL ASSOCIATION, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonSignatory Dated: ”

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an one or more Authenticating Agent Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 107. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee Trustee, the Company and to the IssuerGuarantors, if applicable. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany and the Guarantors, if applicable. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7107. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: U.S. BANK NATIONAL ASSOCIATION, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By as Authenticating Agent By: By Authorized Officer of The Bank of New York MellonSignatory

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 1.6. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.71.6. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of and the Indenture Trustee’s own funds without reimbursement Trustee shall be entitled to be reimbursed for such payments, pursuant to this Indenturethe provisions of Section 6.6. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: Wilmington Trust Company, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By as Authenticating Agent By: By Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6306, and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. The Trustee shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall in a written agreement delivered to the Trustee and to the Company accept such appointment and shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal U.S. Federal or state authority of the United StatesState authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and will give shall mail written notice of such appointment by first-class mail, postage prepaid, to each Noteholder all Holders of Securities of the series with respect to which such Authenticating Agent shall serve, as provided their names and addresses appear in Section 1.7the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in in, and is issued under, the within-mentioned Indenture and Indenture SupplementIndenture. As Trustee Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as As Authenticating Agent By: Authorized Officer of The Bank of New York MellonSignatory

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 606. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ____________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon:

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 606. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ____________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: , 20[ ] The Bank of New York MellonTrust Company, not in its individual capacity but solely N.A., as Indenture Trustee, By: Trustee By ______________________________ as Authenticating Agent By: By ______________________________ Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR SECTION 701. Disclosure of The Bank Names and Addresses of New York MellonHolders. Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company, the Guarantor and the Trustee that none of the Company, the Guarantor or the Trustee or any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a U.S. federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee shall have no liability or responsibility for the action or inaction of any Authenticating Agent (that is not the Trustee). The Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ____________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: [Trustee], 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By ______________________________ as Authenticating Agent By: By ______________________________ Authorized Officer of The Bank of New York MellonSignatory

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, The Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes series issued upon original issue exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6thereof, and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer and will Company and, except as may otherwise be provided pursuant to Section 3.1, shall at all times be a Person bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, 1,500,000 and subject to supervision or examination by a federal Federal or state authority of the United StatesState authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee for such series and to the IssuerCompany. The Indenture Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee for such series may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and will shall give notice of such appointment to each Noteholder as provided all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner set forth in Section 1.71.6. Any successor Authenticating Agent upon acceptance of its appointment hereunder will shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating AgentAgent herein. No successor Authenticating Agent will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) such reasonable compensation as the Company and such Authenticating Agent agree in writing from time to time including reimbursement of its reasonable expenses for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication substantially in the following form: This is one of the Notes Securities of the Classes series designated herein and referred to in issued under the within-mentioned Indenture and Indenture SupplementIndenture. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By as Authenticating Agent By: By Authorized Officer of The Bank of New York MellonSignatory

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, The Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes series issued upon original issue exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6thereof, and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer and will Company and, except as may otherwise be provided pursuant to Section 3.1, shall at all times be a Person bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, 1,500,000 and subject to supervision or examination by a federal Federal or state authority of the United StatesState authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee for such series and to the IssuerCompany. The Indenture Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee for such series may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and will shall give notice of such appointment to each Noteholder as provided all Holders of Securities of the series with respect to which such Authenticating Agent will serve in Section 1.7. the manner set forth in Any successor Authenticating Agent upon acceptance of its appointment hereunder will shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating AgentAgent herein. No successor Authenticating Agent will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) such reasonable compensation as the Company and such Authenticating Agent agree in writing from time to time including reimbursement of its reasonable expenses for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication substantially in the following form: This is one of the Notes Securities of the Classes series designated herein and referred to in issued under the within-mentioned Indenture and Indenture SupplementIndenture. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By as Authenticating Agent By: By Authorized Officer of The Bank of New York MellonSignatory

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes of the Notes which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes and the Trustee shall give written notice of such Series or Classes issued upon exchangeappointment to all Holders of Notes with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and 106. Notes so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, 150,000,000 and subject to supervision or examination by a federal Federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and will shall give written notice of such appointment to each Noteholder as all Holders of Notes, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable such compensation for its services under this Section, out of Section as shall be agreed in writing between the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureCompany and such Authenticating Agent. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes of the Classes designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: ▇▇▇▇▇ FARGO BANK, 20[ ] The Bank of New York MellonNATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: as Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent authenticating agent or agents with respect to one or more Series or Classes of the Notes which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes (an “Authenticating Agent”) and the Trustee shall give written notice of such Series or Classes issued upon exchangeappointment to all Holders of Notes with respect to which such Authenticating Agent shall serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and 1.07. Notes so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, ; provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and will shall give written notice of such appointment to each Noteholder as all Holders of Notes, in the manner provided for in Section 1.71.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable such compensation for its services under this Section, out of Section as shall be agreed in writing between the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureCompany and such Authenticating Agent. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes of the Classes designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: U.S. BANK NATIONAL ASSOCIATION, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: as Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to one or more Series series, classes or Classes tranches of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series series, classes or Classes tranches issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6Sections 305 and 306, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s 's Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all series, classes and tranches will be The Bank of New York. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person corporation will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases will cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator Issuer from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s controltime) reasonable compensation for its services under this Section, out of and the Indenture Trustee’s own funds without reimbursement pursuant Trustee will be entitled to this Indenturebe reimbursed for such payments, subject to the provisions of Section 807. If an appointment with respect to one or more Classes series, classes or tranches is made pursuant to this Section, the Notes of such Series series, classes or Classes tranche may have endorsed thereon thereon, in addition to the Indenture Trustee's Certificate of Authentication, an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes series, classes or tranches designated herein and therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Indenture Trustee By: ____________________________________________ As Authenticating Agent By:_____________________________________________ Authorized Signatory Section 815. Tax Returns. In the event that the Issuer shall be required to file tax returns, the Servicer shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Owner Trustee or the Beneficiary for signature at least five (5) days before such tax returns are due to be filed. The Issuer, in accordance with the terms of each Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Indenture Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: upon written request, will furnish the Servicer with all such information known to the Indenture Trustee as Authenticating Agent By: Authorized Officer may be reasonably requested and required in connection with the preparation of The Bank all tax returns of New York Mellonthe Issuer, and shall, upon request, execute such returns. In no event shall the Indenture Trustee or the Owner Trustee be personally liable for any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law, including without limitation, federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith).

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.66.5, and Notes so authenticated will be entitled to the benefits of this Base Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Base Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Base Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, The Indenture Trustee shall be the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as initial Authenticating Agent By: Authorized Officer of The Bank of New York MellonAgent.

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders Holders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenturefunds. The Indenture Trustee shall be the initial Authenticating Agent. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon20 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonAgent

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6repayment thereof, and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Operating Partnership. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Operating Partnership and will shall at all times be a Person bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having (or whose bank holding company has) a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, 100,000,000 and subject to supervision or examination by a federal Federal or state authority of the United Statesauthorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Sectionsection. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellonthis

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to one or more Series Series, Classes or Classes Tranches of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series Series, Classes or Classes Tranches issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6306, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s 's Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal Federal or state authority of the United StatesState authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all Series, Classes and Tranches will be The Bank of New York. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person corporation will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases will cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator Issuer from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s controltime) reasonable compensation for its services under this Section, out of and the Indenture Trustee’s own funds without reimbursement pursuant Trustee will be entitled to this Indenturebe reimbursed for such payments, subject to the provisions of Section 707. If an appointment with respect to one or more Series, Classes or Tranches is made pursuant to this Section, the Notes of such Series Series, Classes or Classes Tranche may have endorsed thereon thereon, in addition to the Indenture Trustee's Certificate of Authentication, an alternate Certificate of Authentication in the following form: This is one of the Notes of the Series, Classes or Tranches designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: THE BANK OF NEW YORK, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as ____________________________________________ As Authenticating Agent By: ____________________________________________ Authorized Officer Signatory Section 715. Tax Returns. In the event that the Issuer shall be required to file tax returns, the Administrator shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Owner Trustee or the Beneficiary for signature at least five (5) days before such tax returns are due to be filed. The Issuer, in accordance with the terms of each Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Indenture Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. The Bank Indenture Trustee, upon written request, will furnish the Administrator, the Issuer, and the Beneficiary with all such information known to the Indenture Trustee as may be reasonably requested and required in connection with the preparation of New York Mellonall tax returns of the Issuer, and shall, upon request, execute such returns. In no event shall the Indenture Trustee or the Owner Trustee be personally liable for any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law, including without limitation, federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith).

Appointment of Authenticating Agent. At any time when any of the Notes SENs remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes of Notes SENs which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes SENs of such Series or Classes issued upon exchangeand the Trustee shall give written notice of such appointment to all Holders of SENs of the Series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. SENs so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company and the Guarantor. Wherever reference is made in this Indenture to the authentication and delivery of Notes SENs by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will the Guarantor and shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State thereof or the District of ColumbiaStates, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $US$50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee Trustee, the Company and to the IssuerGuarantor. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent Agent, the Company and to the IssuerGuarantor. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may 84 71 appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and the Guarantor and shall give written notice of such appointment to all Holders of SENs of the Series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 706. If an appointment with respect to one or more Classes Series is made pursuant to this Section, the Notes SENs of such Series or Classes may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes SENs of the Classes Series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: Citibank, 20[ ] The Bank of New York MellonN.A., not in its individual capacity but solely as Indenture Trustee, By: Trustee By -------------------------------- as Authenticating Agent By: By -------------------------------- Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a U.S. federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee shall have no liability or responsibility for the action or inaction of any Authenticating Agent (that is not the Trustee). The Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ____________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: [Trustee], 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonSignatory

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders Holders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenturefunds. The Indenture Trustee shall be the initial Authenticating Agent. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York MellonDEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonAgent

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, Trustee (with the approval prior written consent of the Issuer, Company) may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes which will Securities that shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 1.06. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent (with the prior written consent of the Company) and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will be acceptable to serve, in the Issuer and will give notice to each Noteholder as manner provided for in Section 1.71.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 6.06. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ----------------------------- This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: , 20[ [NAME OF TRUSTEE] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By -------------------------- as Authenticating Agent By: By -------------------------- Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. (1) At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 1.6. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. . (2) Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. . (3) An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.71.6. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. . (4) The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. Section 6.6. (5) If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: _________________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: [●], 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 606. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By --------------------------------- as Authenticating Agent By: By --------------------------------- Authorized Officer of The Bank of New York MellonARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 1.6. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 6.11, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this SectionSection 6.11, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this SectionSection 6.11. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this SectionSection 6.11, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon.

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 611, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this SectionSection 611, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this SectionSection 611. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this SectionSection 611, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this SectionSection 611, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this SectionSection 611. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this SectionSection 611, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 606. If an appointment with respect to one or more Classes series is made pursuant to this SectionSection 611, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: By ---------------------------------- as Authenticating Agent By: By ---------------------------------- Authorized Officer of The Bank of New York MellonOfficer ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent with respect to one authenticating agent or more Series or Classes of Notes agents which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6repayment thereof, and Notes so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent authenticating agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agentauthenticating agent. Each Authenticating Agent will authenticating agent shall be acceptable to the Issuer and will shall at all times be a Person bank or trust company or other legal entity organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof state or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having authenticating agent which Person shall be eligible to serve as Trustee pursuant to the Trust Indenture Act with a combined capital and surplus of not less than $50,000,000 andat least the amount required under the Trust Indenture Act, if other than the Issuer itself, and subject to supervision or examination by a federal Federal or state authority of the United Statesauthorities. If such Authenticating Agent authenticating agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this SectionSection 7.11, the combined capital and surplus of such Authenticating Agent will authenticating agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will authenticating agent shall cease to be eligible in accordance with the provisions of this SectionSection 7.11, such Authenticating Agent will authenticating agent shall resign immediately in the manner and with the effect specified in this SectionSection 7.11. Any Person legal entity into which an Authenticating Agent authenticating agent may be merged or converted or with which it may be consolidated, or any Person legal entity resulting from any merger, conversion or consolidation to which such Authenticating Agent will authenticating agent shall be a party, or any Person legal entity succeeding to the corporate agency or corporate trust business of an Authenticating Agentauthenticating agent, will shall continue to be an Authenticating Agentauthenticating agent, provided that such Person will legal entity shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agentauthenticating agent. An Authenticating Agent authenticating agent may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent authenticating agent by giving written notice thereof of termination to such Authenticating Agent authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases authenticating agent shall cease to be eligible in accordance with the provisions of this SectionSection 7.11, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent authenticating agent which will shall be acceptable to the Issuer and will shall give notice of such appointment to each Noteholder all Holders of Notes by delivering or causing to be delivered such notice to the Holders of Notes as provided in Section 1.7they appear on the Note Register. Any successor Authenticating Agent authenticating agent upon acceptance of its appointment hereunder will shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agentauthenticating agent herein. No successor Authenticating Agent will authenticating agent shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Issuer agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator authenticating agent from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this SectionSection 7.11, the Notes of such Series or Classes may have endorsed thereon thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication substantially in the following form: This is one of the Notes of the Classes designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: GLAS TRUST COMPANY LLC, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonSignatory Dated: _____________

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 1.06. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 6.11, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this SectionSection 6.11, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this SectionSection 6.11. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this SectionSection 6.11, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon.

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ____________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: THE BANK OF NEW YORK, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By ____________________________ as Authenticating Agent By: By ____________________________ Authorized Officer 72 SECTION 612. Preferential Collection of The Bank Claims Against Company. ------------------------------------------------- If and when the Trustee shall be or become a creditor of New York Mellonthe Company (or any other obligor under the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). ARTICLE SEVEN

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent authenticating agent or agents with respect to one or more Series or Classes of the Notes which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes (an “Authenticating Agent”) and the Trustee shall give written notice of such Series or Classes issued upon exchangeappointment to all Holders of Notes with respect to which such Authenticating Agent shall serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and 107. Notes so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of AmericaStates, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal Federal or state authority of the United Statesauthority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, Agent (provided that such Person will corporation shall be otherwise eligible under this Section, ) without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and will shall give written notice of such appointment to each Noteholder as all Holders of Notes, in the manner provided for in Section 1.7107. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable such compensation for its services under this Section, out of Section as shall be agreed in writing between the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureCompany and such Authenticating Agent. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon thereupon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes of the Classes designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. DatedUMB Bank National Association, as Trustee By: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Authentication Agent By: as Authenticating Agent By: Authorized Officer of The Bank of New York MellonSignatory Dated:

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents, with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 1.06. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of ColumbiaColumbia or the laws of Canada or any province thereof, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a U.S. federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising Canadian federal or examining provincial authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.71.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 7.07. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: This Transfer Online, Inc., as Trustee, certifies that this is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: ____________ Transfer Online, 20[ ] The Bank of New York MellonInc., not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon:

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenti cating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated authenti cated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Authenticat ing Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Authenticat ing Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 606. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentica tion, an alternate Certificate certificate of Authentication authentication in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-within- mentioned Indenture and Indenture SupplementIndenture. Dated: THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By ----------------------------------- as Authenticating Agent By: By ----------------------------------- Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this SectionSection 611, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this SectionSection 611, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this SectionSection 611. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this SectionSection 611, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this SectionSection 611, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this SectionSection 611. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this SectionSection 611, out and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of the Indenture Trustee’s own funds without reimbursement pursuant to this IndentureSection 606. If an appointment with respect to one or more Classes series is made pursuant to this SectionSection 611, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ________________________________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: By as Authenticating Agent By: By Authorized Officer of The Bank of New York MellonOfficer

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, The Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes series issued upon original issue exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6thereof, and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer and will Company and, except as may otherwise be provided pursuant to Section 3.1, shall at all times be a Person bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, 1,500,000 and subject to supervision or examination by a federal Federal or state authority of the United StatesState authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee for such series and to the IssuerCompany. The Indenture Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee for such series may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and will shall give notice of such appointment to each Noteholder as provided all Holders of Securities of the series with respect to which such Authenticating Agent will serve in Section 1.7. the manner set forth in Any successor Authenticating Agent upon acceptance of its appointment hereunder will shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating AgentAgent herein. No successor Authenticating Agent will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) such reasonable compensation as the Company and such Authenticating Agent agree in writing from time to time including reimbursement of its reasonable expenses for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication substantially in the following form: This is one of the Notes Securities of the Classes series designated herein and referred to in issued under the within-mentioned Indenture and Indenture SupplementIndenture. Dated: [—], 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By as Authenticating Agent By: By Authorized Officer of The Bank of New York MellonSignatory

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: ______________, 20[ [__] The Bank of New York Mellon▇▇▇▇▇ FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee, By: ____________________________________ as Authenticating Agent By: ____________________________________ Authorized Officer of The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, N.A.

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation organized and doing business under the laws of the United States of America, any State state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a 77 federal or state authority of the United Statesauthority. If such Authenticating Agent corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that PROVIDED such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as serve, in the manner provided for in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate certificate of Authentication authentication in the following form: Dated: ____________________ This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: THE BANK OF NEW YORK, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: Trustee By -------------------------------- as Authenticating Agent By: By -------------------------------- Authorized Officer of The Bank of New York MellonSignatory

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents (which may be an Affiliate or Affiliates of the Company) with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series series issued upon original issue or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6thereof, and Notes Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer and will Company and, except as may otherwise be provided pursuant to Section 301, shall at all times be a Person bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject eligible to supervision or examination by a federal or state authority of the United Statesserve as trustee hereunder pursuant to Section 607. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee for such series and to the IssuerCompany. The Indenture Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee for such series may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and shall promptly give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will give notice to each Noteholder as provided serve in the manner set forth in Section 1.7106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating AgentAgent herein. No successor Authenticating Agent will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation including reimbursement of its reasonable expenses for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes series is made pursuant to this Section, the Notes Securities of such Series or Classes series may have endorsed thereon thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate Certificate certificate of Authentication authentication substantially in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: U.S. Bank National Association, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon:

Appointment of Authenticating Agent. At any time when any of the Notes Securities remain Outstanding Outstanding, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes series of Notes Securities which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series or Classes issued upon exchangeseries and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, registration of transfer or partial redemption thereof or pursuant to in the manner provided for in Section 6.6, and Notes 106. Securities so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will shall at all times be a Person corporation or national banking association organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal Federal or state authority of the United StatesState authority. If such Authenticating Agent corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Section. Any Person corporation or national banking association into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person corporation or national banking association succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will corporation or national banking association shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellon.

Appointment of Authenticating Agent. At any time when So long as any of the Notes Debentures of any series remain Outstanding the Indenture Trustee, with the approval of the Issuer, outstanding there may appoint an Authenticating Agent with respect to be one or more Series Authenticating Agents for any or Classes all such series of Notes Debentures which will the Trustee shall have the right to appoint. Said Authenticating Agents shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Debentures of such Series or Classes series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6, and Notes Debentures so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made All references in this Indenture to the authentication and delivery of Notes Debentures by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agentfor such series except for authentication upon original issuance or pursuant to Section 2.07 hereof. Each Authenticating Agent will shall be acceptable to the Issuer Company and will at all times shall be a Person organized corporation which has a combined capital and doing business surplus, as most recently reported or determined by it, sufficient under the laws of the United States of Americaany jurisdiction under which it is organized or in which it is doing business to conduct a trust business, any State thereof or the District of Columbia, and which is otherwise authorized under such laws to act as an Authenticating Agent, having a combined capital conduct such business and surplus of not less than $50,000,000 and, if other than the Issuer itself, is subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so publishedauthorities. If at any time an any Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Sectionthese provisions, such Authenticating Agent will it shall resign immediately in the manner and with the effect specified in this Sectionimmediately. Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time resign by giving written notice thereof of resignation to the Indenture Trustee and to the IssuerCompany. The Indenture Trustee may at any time (and upon request by the Company shall) terminate the agency of an any Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the IssuerCompany. Upon receiving such a notice resignation, termination or cessation of resignation or upon such a termination, or if at eligibility of any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this SectionAgent, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a an eligible successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7Company. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder will hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect hereunder as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture. If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form: This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement. Dated: , 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, By: as Authenticating Agent By: Authorized Officer of The Bank of New York Mellonhereto.

Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, The Trustee may appoint an Authenticating Agent or Agents acceptable to the Company with respect to the Securities of one or more Series series, or Classes of Notes any Tranche thereof, which will shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes Securities of such Series series or Classes Tranche, and any Guarantee to be endorsed thereon, issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6306, and Notes Securities, and any Guarantees endorsed thereon, so authenticated will shall be entitled to the benefits of this Indenture and will shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes Securities or the Guarantee by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate 's certificate of Authenticationauthentication, such reference will shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate certificate of Authentication authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will shall be acceptable to the Issuer Company and will the Guarantor and shall at all times be a Person Corporation organized and doing business under the laws of the United States of AmericaStates, any State or Territory thereof or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, and subject to supervision or examination by a federal Federal or state authority of the United StatesState authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will shall resign immediately in the manner and with the effect specified in this Section. Any Person Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will shall be a party, or any Person Corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will shall continue to be an Authenticating Agent, provided that such Person will Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee Trustee, the Company and to the IssuerGuarantor. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent Agent, the Company and to the IssuerGuarantor. Upon receiving such a notice of resignation or upon such a termination, or if in case at any time such Authenticating Agent ceases shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, Trustee may appoint a successor Authenticating Agent which will shall be acceptable to the Issuer Company and will give notice to each Noteholder as provided in Section 1.7the Guarantor. Any successor Authenticating Agent upon acceptance of its appointment hereunder will 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 will shall be appointed unless eligible under the provisions of this Section. The Indenture Trustee Company agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section. The provisions of Sections 308, out of the Indenture Trustee’s own funds without reimbursement pursuant 904 and 905 shall be applicable to this Indentureeach Authenticating Agent. If an appointment with respect to the Securities of one or more Classes is series, or any Tranche thereof, shall be made pursuant to this Section, the Notes Securities of such Series series or Classes Tranche may have endorsed thereon thereon, in addition to the Trustee's certificate of authentication, an alternate Certificate alternative certificate of Authentication authentication substantially in the following form: This is one of the Notes Securities of the Classes series designated herein and therein referred to in the within-mentioned Indenture and Indenture SupplementIndenture. Dated: THE BANK OF NEW YORK, 20[ ] The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee, Trustee By: as ------------------------------------ As Authenticating Agent By: ------------------------------------ Authorized Officer Signatory If all of The Bank the Securities of New York Mellona series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE TEN HOLDERS' LISTS AND REPORTS BY TRUSTEE. COMPANY AND GUARANTOR