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 Corporation. 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 Corporation. 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 Corporation and shall give notice of such appointment in the manner provided in Section 106 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 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 Corporation agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the 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 SECTION 615. 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 be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Corporation 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

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the CorporationCompany, such resignation not to take effect until 30 days after the date said written notice is received. 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 CorporationCompany. 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 Corporation Company and shall give mail written notice of such appointment in the manner provided in Section 106 by first-class mail, postage prepaid, to all Holders of Securities of Notes, as their names and addresses appear in the series with respect to which such Authenticating Agent will serveRegister. Any successor Authenticating Agent upon acceptance of its appointment hereunder thereunder 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 Corporation 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 pursuant to the provisions of Section 607. If an appointment Authenticating Agent is appointed with respect to one or more series is made the Notes pursuant to this Section, the Securities of such series Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein Notes referred to in the within-mentioned Indenture. Chase Manhattan Bank and Bankers Trust Company, National Association Company As Trustee By: ------------------------------------- ______________________________ As Authenticating Agent By: ------------------------------------- ______________________________ Authorized Signatory SECTION 615. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE CORPORATION. Any application Officer ARTICLE SEVEN ------------- HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ------------------------------------------------- (a) semiannually, not more than 15 days after each Regular Record Date, a list, in such form as such Trustee may reasonably require, of the names and addresses of the Holders of Notes as of such Regular Record Date; and (b) 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 such list names and addresses received by the Trustee for written instructions from the Corporation may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Corporation 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 suchits capacity as Registrar.

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the CorporationPartnership. 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 CorporationPartnership. 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 Corporation Partnership and shall give mail written notice of such appointment in the manner provided in Section 106 by first-class mail, postage prepaid, to all Holders of Securities of as their names and addresses appear in the series with respect to which such Authenticating Agent will serveSecurity 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 Corporation Except with respect to an Authenticating Agent appointed at the request of the Partnership, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one either or more series both Series is made pursuant to this Section, the Securities of such series Series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series Series designated therein referred to in the within-within- mentioned Indenture. Chase Manhattan Bank and Trust CompanyFIRST UNION NATIONAL BANK, National Association As Trustee Date: By: ------------------ ------------------------------------- As Authenticating Agent By: ------------------------------------- Authorized Signatory 60 68 ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP SECTION 615701. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE CORPORATIONPartnership to Furnish Trustee Names and Addresses of Holders. Any application The Partnership will furnish or cause to be furnished to the Trustee (1) not later than each Interest Payment Date in each year in respect of each Series of Securities, a list for such Series of Securities, in such form as the Trustee may reasonably require, of the names and addresses of Holders of Securities of such Series as of the preceding Regular Record Date in respect of the Securities of such Series, and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Partnership 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 for written instructions from the Corporation may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Corporation 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 suchits capacity as Security Registrar.

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee Trustees and to the CorporationCompany. 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 CorporationCompany. 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 Corporation Company and shall give written notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner 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 Corporation agrees Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the either Trustee's certificate of authentication, an alternative alternate certificate of authentication in the following form: This (Certificate of Authentication may be executed by either the U.S. Trustee or the Canadian Trustee) Dated: ____________________ 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. Chase Manhattan Bank and Computershare Trust Company, National Association As Inc., as U.S. Trustee By: ------------------------------------- As -------------------------------------------------- as Authenticating Agent By: ------------------------------------- -------------------------------------------------- Authorized Signatory SECTION 615. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE CORPORATION. Any application by the Trustee for written instructions from the Corporation mayOfficer Dated: ____________________ Computershare Trust Company of Canada, at the option as Canadian Trustee, certifies that this is one of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Corporation 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 Securities of the Corporation actually receives such applicationseries designated therein referred to in the within-mentioned Indenture. Computershare Trust Company of Canada, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any suchas Canadian Trustee By: ------------------------------------------------- as Authenticating Agent By: ------------------------------------------------- Authorized Officer

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the CorporationCompany. 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 CorporationCompany. 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 Corporation Company and shall give mail written notice of such appointment in the manner provided in Section 106 by first-class mail, postage prepaid, to all Holders of Securities 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 Corporation 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 Securities Junior Subordinated Notes of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative alternate certificate of authentication in the following form: This is one of the Securities Junior Subordinated Notes 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 SECTION 615ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE CORPORATIONCompany to Furnish Trustee Names and Addresses of Holders. Any application by the Trustee for written instructions from the Corporation may, at the option of The Company will furnish or cause to be furnished to the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Corporation 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

An Authenticating. Agent may resign at any time by giving written notice thereof to the Trustee and to the CorporationCompany. 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 CorporationCompany. 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 Corporation and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serveCompany. 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 Corporation Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 308, 904 and 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 Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative alternate certificate of authentication substantially in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Chase Manhattan Bank and Trust Company, National Association Dated: ----------------------------------- As Trustee By: ------------------------------------- By --------------------------------- As Authenticating Agent By: ------------------------------------- By --------------------------------- Authorized Signatory SECTION 615. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE CORPORATION. Any application by If all of the Securities of a series may not be originally issued at one time, and if the Trustee for written instructions from does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Corporation mayCompany wishes to have Securities of such series authenticated upon original issuance, at the option of the Trustee, set forth if so requested by the Company in writing any action proposed to be taken or omitted by the Trustee under this Indenture (which writing need not comply with Section 102 and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall need not be liable to the Corporation for any action taken byaccompanied by an Opinion of Counsel), or omission ofshall appoint, the Trustee 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 proposal included in Place of Payment designated by the Company with respect to 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 series 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 suchSecurities. ARTICLE TEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY