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Section 6.13 Designation and Succession of Authenticating Agents. The Trustee may
appoint an authenticating agent or agents (each referred to herein as an “Authenticating Agent”), in addition
to the Registrar, with power to act on its behalf and subject to its direction in the authentication and delivery
of Bonds in connection with transfers and exchanges under Sections 3.06 and 4.02 hereof. For all purposes
of this Indenture, the authentication and delivery of Bonds by an Authenticating Agent pursuant to this
Section shall be deemed to be authentication and delivery of those Bonds “by the Trustee.”
Any corporation or association with or into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation or association resulting from any
merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation
or association succeeding to the trust business of any Authenticating Agent, shall be the successor of that
Authenticating Agent hereunder, if that successor corporation or association is otherwise eligible hereunder,
without the execution or filing of any paper or any further act on the part of the parties hereto or the
Authenticating Agent or such successor corporation.
Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Trustee, to the Registrar and to the Borrower. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such Authenticating Agent, to the Registrar
and to the Borrower. Upon receiving such a notice of resignation or upon such a termination, or in case at
any time any Authenticating Agent shall cease to be eligible under this Section, the Trustee may appoint a
successor Authenticating Agent. The Trustee shall give written notice of appointment of a successor
Authenticating Agent to the Borrower, the Issuer and the Registrar and shall mail, within 10 days after that
appointment, notice thereof to all Holders as their names and addresses appear on the Register on the date
of that appointment.
The Trustee shall cause the Borrower to pay pursuant to Section 4.2 of the Loan Agreement, to any
Authenticating Agent from time to time customary compensation for its services.
The provisions of Sections 3.05 and 6.02(b), (c), (d), (h) and (i) hereof shall be applicable to any
Authenticating Agent.
Section 6.14 Dealing in Bonds. The Trustee, a Registrar, a Paying Agent and an Authenticating
Agent, their Affiliates, and any directors, officers, employees or agents thereof, in good faith, may become
the owners of Bonds secured hereby with the same rights which it or they would have hereunder if the
Trustee, the Registrar, Paying Agents and Authenticating Agents did not serve in those capacities.
Section 6.15 Representations, Agreement and Covenants of Trustee. The Trustee hereby
represents that it is a national banking association duly organized and validly existing under the laws of the
United States of America, in good standing and duly authorized to exercise corporate trust powers in the
Commonwealth, and that it has an unimpaired reported capital, surplus and retained earnings of not less
than $100,000,000. The Trustee covenants that it will take such action, if any, as is necessary to remain in
good standing and duly authorized to exercise corporate trust powers in the Commonwealth, and that it will
maintain an unimpaired reported capital, surplus and retained earnings of not less than $100,000,000. The
Trustee accepts and agrees to observe and perform the duties and obligations of the Trustee to which
reference is made in any other instrument or document providing security for any of the Bonds.
Section 6.16 [Reserved].
Section 6.17 Interpleader. In the event of a dispute between any of the parties hereto with
respect to the disposition of any funds held by the Trustee hereunder, or the Trustee receives conflicting
demands made upon the Trustee with respect to the Trustee’s duties hereunder or any other document
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