Common use of An Authenticating Clause in Contracts

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Junior Subordinated Notes, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. The provisions of Sections 306, 604 and 605 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section, the Junior Subordinated Notes of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Junior Subordinated Notes of the series designated therein referred to in the within-mentioned Indenture. ______________________________ As Trustee By____________________________ As Authenticating Agent By____________________________ Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee Trustees and to the Company. The Trustee Trustees may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail give written notice of such appointment by first-class mail, postage prepaid, to all Holders of Junior Subordinated Notes, if any, Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Registermanner provided for in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. The provisions of Sections 306, 604 and 605 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section, the Junior Subordinated Notes Securities of such series may have endorsed thereon, in addition to the either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one (Certificate of Authentication may be executed by either the Junior Subordinated Notes of U.S. Trustee or the series designated therein referred to in the within-mentioned Indenture. __________Canadian Trustee) Dated: ____________________ As Computershare Trust Company, Inc., as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Computershare Trust Company, Inc., as U.S. Trustee By________: -------------------------------------------------- as Authenticating Agent By: -------------------------------------------------- Authorized Officer Dated: ____________________ As Computershare Trust Company of Canada, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Computershare Trust Company of Canada, as Canadian Trustee By: ------------------------------------------------- as Authenticating Agent By____________________________ : ------------------------------------------------- Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the TrusteeOfficer

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Junior Subordinated Notes, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security RegisterCompany. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. The provisions of Sections 306308, 604 904 and 605 905 shall be applicable to each Authenticating Agent. If an appointment with respect to the Securities of one or more series is shall be made pursuant to this Section, the Junior Subordinated Notes Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Junior Subordinated Notes Securities of the series designated therein referred to in the within-mentioned Indenture. ______________________________ Dated: ----------------------------------- As Trustee By____________________________ By --------------------------------- As Authenticating Agent By____________________________ By --------------------------------- Authorized Signatory If all of the Securities of a 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 SEVEN TEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the TrusteeCOMPANY

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the CompanyCorporation. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyCorporation. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company Corporation and shall mail written give notice of such appointment by first-class mail, postage prepaid, in the manner provided in Section 106 to all Holders of Junior Subordinated Notes, if any, Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee Corporation agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. The provisions of Sections 306, 604 and 605 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section, the Junior Subordinated Notes Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: This is one of the Junior Subordinated Notes Securities of the series designated therein referred to in the within-mentioned Indenture. ______________________________ Chase Manhattan Bank and Trust Company, National Association As Trustee By____________________________ : ------------------------------------- As Authenticating Agent By____________________________ : ------------------------------------- Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701SECTION 615. Company TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE CORPORATION. Any application by the Trustee for written instructions from the Corporation may, at the option of the Trustee, set forth in writing any action proposed to Furnish be taken or omitted by the Trustee Names under this Indenture and Addresses of Holdersthe date on and/or after which such action shall be taken or such omission shall be effective. The Company will furnish or cause to Trustee shall not be furnished liable to the TrusteeCorporation for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five Business Days after the date any officer of the Corporation actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such