Common use of Authorization of Notes Clause in Contracts

Authorization of Notes. The Company will authorize the issue and sale of (i) U.S.$150,000,000 aggregate principal amount of its 4.15% Senior Notes, Series A, due December 27, 2017 (the “Series A Notes”), (ii) U.S.$225,000,000 aggregate principal amount of its 4.57% Senior Notes, Series B, due December 27, 2019 (the “Series B Notes”); (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (the “Series D Notes”). The Series A Notes, Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 14. The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d), respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize has authorized the issue and sale of (i) U.S.$150,000,000 $56,000,000 aggregate principal amount of its 4.15Senior Notes consisting of (a) $14,000,000 aggregate principal amount of its 3.83% Senior Notes, Series A2013A, due December 27July 1, 2017 2020, (the “Series A Notes”), (iib) U.S.$225,000,000 $12,000,000 aggregate principal amount of its 4.574.45% Senior Notes, Series B2013B, due December 271, 2019 2022 (the “Series B Notes”); ) and (iiic) U.S.$275,000,000 $30,000,000 aggregate principal amount of its 5.154.84% Senior Notes, Series C2013C, due December 27October 1, 2022 2027 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (the “Series D Notes”). The Series A Notes, the Series B Notes, Notes and the Series C Notes and Series D Notes are herein collectively referred to herein as the “Notes”.” As used herein, such the term “Notes” shall mean all notes (irrespective of series unless otherwise specified) originally delivered pursuant to include this Agreement and any such notes issued in substitution therefor pursuant to Section 14. The Series A Notes, the Series B Notes, the Series C Notes and the Series D C Notes shall be substantially in the form forms set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d1(c), respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale of (ia) U.S.$150,000,000 $18,000,000 aggregate principal amount of its 4.153.15% Senior Guaranteed Notes, Series A, due December 27November 30, 2017 (the “Series A Notes”), ) and (iib) U.S.$225,000,000 $20,000,000 aggregate principal amount of its 4.573.61% Senior Guaranteed Notes, Series B, due December 27November 30, 2019 (the “Series B Notes”); , (iiic) U.S.$275,000,000 $117,000,000 aggregate principal amount of its 5.154.17% Senior Guaranteed Notes, Series C, due December 27November 30, 2022 (the “Series C Notes”); ) and U.S.$150,000,000 (d) $20,000,000 aggregate principal amount of its 5.304.33% Senior Guaranteed Notes, Series D, due December 27November 30, 2024 (the “Series D Notes”). The , and collectively with the Series A Notes, the Series B Notes and the Series C Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor therefore pursuant to Section 1413). Each series of Notes issued hereunder are sometimes referred to as Notes of a “Series.” The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)Exhibits 1-A, Exhibit 1(b)1-B, Exhibit 1(c) 1-C and Exhibit 1(d)1-D, respectivelyrespectively with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.. Mid-America Apartments, L.P. Note Purchase Agreement

Authorization of Notes. The Company will authorize the issue and sale of (ia) U.S.$150,000,000 $65,000,000 aggregate principal amount of its 4.155.28% Senior Notes, Series AG, due December 27August 25, 2017 2015 (the “"Series A G Notes”"), (iib) U.S.$225,000,000 $65,000,000 aggregate principal amount of its 4.575.38% Senior Notes, Series BH, due December 27August 25, 2019 2017 (the “"Series B H Notes”); ") and (iiic) U.S.$275,000,000 $20,000,000 aggregate principal amount of its 5.155.49% Senior Notes, Series CI, due December 27August 25, 2022 2020 (the “"Series C I Notes”)"; and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior the Series I Notes, the Series D, due December 27, 2024 (the “Series D Notes”). The Series A Notes, Series B Notes, Series C H Notes and the Series D G Notes are being hereinafter collectively referred to herein as the “"Notes”, ," such term to include any such notes issued in substitution therefor pursuant to Section 14SECTION 13 of this Agreement or the Other Agreements (as hereinafter defined)). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(aEXHIBIT 1(A), Exhibit 1(b), Exhibit 1(cEXHIBIT 1(B) and Exhibit 1(dEXHIBIT 1(C), respectively, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule SCHEDULE B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale of (i) U.S.$150,000,000 aggregate principal amount of its 4.15% the following Senior Notes, : Issue Series A, due December Aggregate Principal Amount Interest Rate Maturity Date Senior Notes Series A $250,000,000 6.25% September 27, 2017 (the “Senior Notes Series A Notes”), (ii) U.S.$225,000,000 aggregate principal amount of its 4.57B $100,000,000 6.35% Senior Notes, Series B, due December September 27, 2019 (the “Senior Notes Series B Notes”); (iii) U.S.$275,000,000 aggregate principal amount of its 5.15C $50,000,000 6.50% Senior Notes, Series C, due December September 27, 2022 (Senior Notes Series D $100,000,000 6.79% September 27, 2027 The Senior Notes described above are collectively referred to as the “Series C Notes”); ” (such term shall also include any such notes as amended, restated or otherwise modified from time to time and U.S.$150,000,000 aggregate principal amount any such notes issued in substitution therefor pursuant to Section 13 of its 5.30% Senior Notes, Series D, due December 27, 2024 (the “Series D Notes”this Agreement). The Series A Notes, Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 14. The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)1, Exhibit 1(b)2, Exhibit 1(c) 3 and Exhibit 1(d)4, respectively, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The payment of the Notes and the performance by the Company of its obligations under this Agreement may, pursuant to and in accordance with the provisions of Section 9.8, be guaranteed by Subsidiaries of the Company.

Authorization of Notes. The Company NFC will authorize the issue and sale of authorize: (i) U.S.$150,000,000 $315,000,000 aggregate principal amount of its 4.155.21% Series A Senior NotesNotes due November 28, Series A, due December 27, 2017 2012 (the “Series A Notes”), (ii) U.S.$225,000,000 $230,000,000 aggregate principal amount of its 4.575.36% Series B Senior NotesNotes due November 28, Series B, due December 27, 2019 2015 (the “Series B Notes”); , (iii) U.S.$275,000,000 $90,000,000 aggregate principal amount of its 5.155.41% Series C Senior NotesNotes due November 28, Series C, due December 27, 2022 2016 (the “Series C Notes”); , and U.S.$150,000,000 (iv) $265,000,000 aggregate principal amount of its 5.305.89% Series D Senior NotesNotes due November 28, Series D, due December 27, 2024 2025 (the “Series D Notes”). The ; the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) ), and Exhibit 1(d), respectively. The Notes shall be fully and unconditionally guaranteed by the Company pursuant to Section 23 of this Agreement. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize has authorized the issue and sale of (i) U.S.$150,000,000 $140,000,000 aggregate principal amount of its 4.15Senior Notes consisting of (a) $40,000,000 aggregate principal amount of its 4.45% Senior Notes, Series A2013A, due December 271, 2017 2022, (the “Series A Notes”), (iib) U.S.$225,000,000 $50,000,000 aggregate principal amount of its 4.574.84% Senior Notes, Series B2013B, due December 27October 1, 2019 2027 (the “Series B Notes”); ) and (iiic) U.S.$275,000,000 $50,000,000 aggregate principal amount of its 5.155.65% Senior Notes, Series C2013C, due December 27October 1, 2022 2043, (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (the “Series D Notes”). The Series A Notes, the Series B Notes, Notes and the Series C Notes and Series D Notes are herein collectively referred to herein as the “Notes”.” As used herein, such the term “Notes” shall mean all notes (irrespective of series unless otherwise specified) originally delivered pursuant to include this Agreement and any such notes issued in substitution therefor pursuant to Section 1413. The Series A Notes, the Series B Notes, the Series C Notes and the Series D C Notes shall be substantially in the form forms set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d1(c), respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale sale, in three series, of (i) U.S.$150,000,000 U.S.$270,000,000 aggregate principal amount of its 4.15senior notes of which U.S.$15,000,000 aggregate principal amount shall be its 5.53% Series A Senior Notes, Series A, Notes due December 27, 2017 2014 (the “Series A Notes”), (ii) U.S.$225,000,000 U.S.$73,500,000 aggregate principal amount of shall be its 4.576.45% Series B Senior Notes, Series B, Notes due December 27, 2019 2016 (the “Series B Notes”); (iii) U.S.$275,000,000 and U.S.$181,500,000 aggregate principal amount of shall be its 5.156.97% Series C Senior Notes, Series C, Notes due December 27, 2022 2019 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes” and, Series D, due December 27, 2024 (together with the “Series D Notes”). The Series A Notes, Notes and the Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 14). The Series A Notes, the Series B Notes, the Notes and Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)1-A, Exhibit 1(b), Exhibit 1(c) 1-B and Exhibit 1(d)1-C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal of, Make-Whole Amount (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by the Subsidiary Guarantors as provided in the Subsidiary Guarantees.

Authorization of Notes. The Company will authorize has authorized the issue and sale of (ia) U.S.$150,000,000 $197,000,000 aggregate principal amount of its 4.156.33% Senior Notes, Series A, due December 27July 15, 2017 2014 (the “Series A Notes”), (iib) U.S.$225,000,000 $85,000,000 aggregate principal amount of its 4.576.52% Senior Notes, Series B, due December 27July 15, 2019 2017 (the “Series B Notes”); ) and (iiic) U.S.$275,000,000 $93,000,000 aggregate principal amount of its 5.156.67% Senior Notes, Series C, due December 27July 15, 2022 2019 (the “Series C Notes”); ,” and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (together with the “Series D Notes”). The Series A Notes, Notes and the Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement). The Series A Notes, the Series B Notes, the Notes and Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)1-A, Exhibit 1(b), Exhibit 1(c) 1-B and Exhibit 1(d)1-C, respectively, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale sale, in three series, of (i) U.S.$150,000,000 U.S.$600,000,000 aggregate principal amount of its 4.15senior notes of which (a) U.S.$115,000,000 aggregate principal amount shall be its 6.13% Series A Senior Notes, Series A, Notes due December 27, 2017 (the “Series A Notes”), (iib) U.S.$225,000,000 U.S.$360,000,000 aggregate principal amount of shall be its 4.576.67% Series B Senior Notes, Series B, Notes due December 27, 2019 2020 (the “Series B Notes”); ) and (iiic) U.S.$275,000,000 U.S.$125,000,000 aggregate principal amount of shall be its 5.156.77% Series C Senior Notes, Series C, Notes due December 27, 2022 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes” and, Series D, due December 27, 2024 (together with the “Series D Notes”). The Series A Notes, Notes and the Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 14). The Series A Notes, the Series B Notes, the Notes and Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)1-A, Exhibit 1(b), Exhibit 1(c) 1-B and Exhibit 1(d)1-C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Subject to Sections 9.8(c) and 9.8(d), payment of the principal of, Make-Whole Amount (if any) and Modified Make-Whole Amount (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by the Subsidiary Guarantors as set forth in the Subsidiary Guarantee of such Subsidiary Guarantors.

Authorization of Notes. The Company will authorize has authorized the issue and sale of (i) U.S.$150,000,000 $100,000,000 aggregate principal amount of its 4.152017 Series A 3.38% Senior NotesNotes due November 15, Series A, due December 27, 2017 2032 (the “2017 Series A Notes”), (ii) U.S.$225,000,000 $50,000,000 aggregate principal amount of its 4.572018 Series A 3.30% Senior NotesNotes due April 1, Series B, due December 27, 2019 2030 (the “2018 Series A Notes”) and (iii) $100,000,000 aggregate principal amount of its 2018 Series B 3.97% Senior Notes due November 15, 2047 (the “2018 Series B Notes”); (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (the “Series D Notes”). The 2017 Series A Notes, the 2018 Series A Notes and the 2018 Series B Notes, Series C Notes as amended, restated or otherwise modified from time to time pursuant to Section 17 and Series D Notes are collectively referred to herein as the “Notes”, such term to include including any such notes issued in substitution therefor pursuant to Section 1413, are herein referred to collectively as the “Notes,” and each are herein sometimes referred to as Notes of a “series”. The 2017 Series A Notes, the 2018 Series B Notes, the Series C A Notes and the 2018 Series D B Notes shall be substantially in the form forms set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d1(c), respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Issuer and the Company will authorize have authorized the issue and sale of (i) U.S.$150,000,000 $110,000,000 aggregate principal amount of its 4.15the Issuer’s Senior Notes consisting of (i) $15,000,000 aggregate principal amount of 3.67% Senior Notes, Series A, due December 27August 15, 2017 2015 (the “Series A Notes”), ; (ii) U.S.$225,000,000 $50,000,000 aggregate principal amount of its 4.574.47% Senior Notes, Series B, due December 27August 15, 2019 2017 (the “Series B Notes”); and (iii) U.S.$275,000,000 $45,000,000 aggregate principal amount of its 5.155.04% Senior Notes, Series C, due December 27August 15, 2022 2020 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes” and, Series D, due December 27, 2024 (together with the “Series D Notes”). The Series A Notes, Notes and the Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes Notes issued in substitution therefor pursuant to Section 1414 of this Agreement). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit Exhibits 1(a), Exhibit 1(b) and 1(c), Exhibit 1(c) with such changes therefrom, if any, as may be approved by you, the Other Purchasers of such Notes, or series thereof, the Company, and Exhibit 1(d), respectivelythe Issuer. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale of (i) U.S.$150,000,000 $22,000,000 aggregate principal amount of its 4.157.08% Senior Notes, Series A, due December 27January 2, 2017 2004 (the “"Series A Notes”"; such term to include any notes of the same series issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter defined)), (ii) U.S.$225,000,000 $23,000,000 aggregate principal amount of its 4.577.21% Senior Notes, Series B, due December 27January 2, 2019 2005 (the “"Series B Notes”"; such term to include any notes of the same series issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements); , (iii) U.S.$275,000,000 $20,000,000 aggregate principal amount of its 5.157.31% Senior Notes, Series C, due December 27January 2, 2022 2007 (the “"Series C Notes”)"; such term to include any notes of the same series issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements) and U.S.$150,000,000 (iv) $10,000,000 aggregate principal amount of its 5.307.37% Senior Notes, Series D, due December 27January 2, 2024 2009 (the “"Series D Notes”). The Series A Notes, Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, "; such term to include any such notes of the same series issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in are herein collectively referred to as the form set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d), respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement"Notes".

Authorization of Notes. The Company will authorize has authorized the issue and sale of (i) U.S.$150,000,000 $75,000,000 aggregate principal amount of its 4.154.73% Senior Notes, Series AH, due December 271, 2017 2023 (the “Series A H Notes”), (ii) U.S.$225,000,000 $125,000,000 aggregate principal amount of its 4.575.03% Senior Notes, Series BI, due December 271, 2019 2026 (the “Series B I Notes”); , (iii) U.S.$275,000,000 $50,000,000 aggregate principal amount of its 5.155.03% Senior Notes, Series CJ, due December 271, 2022 2026 (the “Series C J Notes”); , and U.S.$150,000,000 (iv) $50,000,000 aggregate principal amount of its 5.305.18% Senior Notes, Series DK, due December 271, 2024 2026 (the “Series D K Notes”, and together with the Series H Notes, the Series I Notes, and the Series J Notes, the “2011 Notes”). The Series A 2011 Notes, Series B Notestogether with the Notes previously issued pursuant to the Note Purchase Agreements and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 2.2 of the Note Purchase Agreements, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, ” (such term to shall also include any such notes issued in substitution therefor pursuant to Section 1413 of the Note Purchase Agreements). The Series A Notes, the Series B Notes, the Series C Notes and the Series D 2011 Notes shall be substantially in the form set out in Exhibit 1(a)Exhibits 1-A, Exhibit 1(b)1-B, Exhibit 1(c1-C and 1-D hereto, respectively, with such changes therefrom, if any, as may be approved by the Purchaser(s) and Exhibit 1(d), respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreementthe Company.

Authorization of Notes. The Company will authorize the issue and sale of its senior notes, of which (ia) U.S.$150,000,000 €135,000,000 aggregate principal amount of shall be its 4.151.30% Series 2019-B Senior NotesNotes due November 6, Series A, due December 27, 2017 2034 (the “Series A 2019-B Notes”), ) and (iib) U.S.$225,000,000 $50,000,000 aggregate principal amount of shall be its 4.573.19% Series 2019-C Senior NotesNotes due January 24, Series B, due December 27, 2019 2035 (the “Series B Notes”); (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022 (the “Series 2019-C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, together with the Series D, due December 27, 2024 (the “Series D Notes”). The Series A Notes, Series 2019-B Notes, Series C Notes and Series D Notes are in each case as may be amended, restated or otherwise modified from time to time pursuant to the provisions of Section 17, collectively referred to herein as the “Notes”, ” (such term to shall also include any such notes issued in substitution therefor pursuant to Section 1413)). The Series A Notes, the Series 2019-B Notes, the Series C Notes and the Series D 2019-C Notes shall be substantially in the form forms set out in Exhibit Exhibits 1(a), Exhibit ) and 1(b), Exhibit 1(c) respectively, with such changes therefrom, if any, as may be approved by the Purchasers and Exhibit 1(d), respectivelythe Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale of (ia) U.S.$150,000,000 $17,000,000 aggregate principal amount of its 4.155.13% Senior Notes, Series A, due December 2716, 2017 2016 (the “Series A Notes”), (iib) U.S.$225,000,000 $33,000,000 aggregate principal amount of its 4.575.13% Senior Notes, Series B, due December 27February 24, 2019 2017 (the “Series B Notes”); , (iiic) U.S.$275,000,000 $35,000,000 aggregate principal amount of its 5.155.61% Senior Notes, Series C, due December 2716, 2022 2019 (the “Series C Notes”); , and U.S.$150,000,000 (d) $65,000,000 aggregate principal amount of its 5.305.61% Senior Notes, Series D, due December 27February 24, 2024 2020 (the “Series D Notes”). The ; the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes are being hereinafter collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1413). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)1-A, Exhibit 1(b)1-B, Exhibit 1(c) and Exhibit 1(d)1-C or 1-D, respectivelyas the case may be. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company Issuer will authorize the issue and sale of (i) U.S.$150,000,000 $75,000,000 aggregate principal amount of its 4.15Senior Notes consisting of (i) $25,000,000 aggregate principal amount of its 4.09% Senior Notes, Series A, due December 27August 11, 2017 2025 (the “Series A Notes”), (ii) U.S.$225,000,000 $25,000,000 aggregate principal amount of its 4.574.18% Senior Notes, Series B, due December 27August 11, 2019 2026 (the “Series B Notes”); ) and (iii) U.S.$275,000,000 $25,000,000 aggregate principal amount of its 5.154.24% Senior Notes, Series C, due December 27August 11, 2022 2027 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes” and, Series D, due December 27, 2024 (together with the “Series D Notes”). The Series A Notes, Notes and Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any Notes, as amended, restated or otherwise modified from time to time pursuant to Section 17, and any such notes Notes issued in substitution therefor pursuant to Section 1413). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit Exhibits 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d1(c), respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references B. References to a “Schedule” or an “Exhibit” are, unless otherwise specified, are references to a Schedule or an Exhibit attached to this AgreementAgreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified. SECTION 2.

Authorization of Notes. The Company will authorize the issue and sale of (i) U.S.$150,000,000 $125,000,000 aggregate principal amount of its 4.15senior notes consisting of (a) $50,000,000 aggregate principal amount of its 3.13% Senior Notes, Series A2020A, due December 27June 30, 2017 2050 (the “Series A Notes”), (iib) U.S.$225,000,000 $50,000,000 aggregate principal amount of its 4.573.13% Senior Notes, Series B2020B, due December 27July 23, 2019 2050 (the “Series B Notes”); ) and (iiic) U.S.$275,000,000 $25,000,000 aggregate principal amount of its 5.153.33% Senior Notes, Series C2020C, due December 27July 23, 2022 2060 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior together with the Series A Notes and the Series B Notes, Series D, due December 27, 2024 (the “Series D Notes”). The ” such term shall also include any such Series A Notes, Series B Notes, Notes or Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement). The Series A Notes, the Series B Notes, the Series C Notes and the Series D C Notes shall be substantially in the form set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d1(c), respectively, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. References to a “Section” are references to a Section of this Agreement unless otherwise specified.

Authorization of Notes. The Company will authorize has duly authorized the issue and sale of (ia) U.S.$150,000,000 $31,000,000 aggregate principal amount of its 4.152.98% Senior Notes, Series A, due December 27January 30, 2017 2019 (the “Series A Notes”), (iib) U.S.$225,000,000 $51,500,000 aggregate principal amount of its 4.573.61% Senior Notes, Series B, due December 27January 31, 2019 2022 (the “Series B Notes”); , (iiic) U.S.$275,000,000 $34,000,000 aggregate principal amount of its 5.153.61% Senior Notes, Series C, due December 27January 31, 2022 (the “Series C Notes”); and U.S.$150,000,000 , (d) $52,000,000 aggregate principal amount of its 5.304.89% Senior Notes, Series D, due December 27January 30, 2024 2042 (the “Series D Notes”). The ) and (e) $35,000,000 aggregate principal amount of its 4.89% Senior Notes, Series E, due January 30, 2042 (the “Series E Notes”; the Series A Notes, the Series B Notes, the Series C Notes and Notes, the Series D Notes and the Series E Notes are hereinafter collectively referred to herein as the “Notes”, ,” such term to include any such notes issued in substitution therefor pursuant to Section 1413). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)1-A, Exhibit 1(b)1-B, Exhibit 1(c) 1-C, Exhibit 1-D and Exhibit 1(d)1-E, respectively. Certain capitalized and other terms As used in this Agreement are defined in Schedule B; and references to a herein, the term “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale of (ia) U.S.$150,000,000 $20,000,000 aggregate principal amount of its 4.154.42% Senior Notes, Series A, due December 27July 15, 2017 2043 (the “"Series A Notes”"), (iib) U.S.$225,000,000 $20,000,000 aggregate principal amount of its 4.574.47% Senior Notes, Series B, due December 27July 15, 2019 2048 (the “"Series B Notes”"); , (iiic) U.S.$275,000,000 $30,000,000 aggregate principal amount of its 5.153.09% Senior Notes, Series C, due December 27September 15, 2022 2023 (the “"Series C Notes”"); , and U.S.$150,000,000 (d) $15,000,000 aggregate principal amount of its 5.303.29% Senior Notes, Series D, due December 27September 15, 2024 2026 (the “"Series D Notes”). The "; the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes are being hereinafter collectively referred to herein as the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)Exhibits 1-A, Exhibit 1(b)1-B, Exhibit 1(c) 1-C and Exhibit 1(d)1-D, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes are each herein sometimes referred to as Notes of a "series".

Authorization of Notes. The Company will authorize the issue and sale sale, in three series, of (i) U.S.$150,000,000 U.S.$350,000,000 aggregate principal amount of its 4.15senior notes of which (a) U.S.$100,000,000 aggregate principal amount shall be its 4.54% Series A Senior Notes, Series A, Notes due December 27, 2017 2023 (the “Series A Notes”), (iib) U.S.$225,000,000 U.S.$200,000,000 aggregate principal amount of shall be its 4.574.84% Series B Senior Notes, Series B, Notes due December 27, 2019 2026 (the “Series B Notes”); ) and (iiic) U.S.$275,000,000 U.S.$50,000,000 aggregate principal amount of shall be its 5.154.94% Series C Senior Notes, Series C, Notes due December 27, 2022 2028 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes” and, Series D, due December 27, 2024 (together with the “Series D Notes”). The Series A Notes, Notes and the Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 14). The Series A Notes, the Series B Notes, the Notes and Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)1-A, Exhibit 1(b), Exhibit 1(c) 1-B and Exhibit 1(d)1-C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Subject to Sections 9.8(c) and 9.8(d), payment of the principal of, Make-Whole Amount (if any) and Modified Make-Whole Amount (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by the Subsidiary Guarantors as set forth in the Subsidiary Guarantee of such Subsidiary Guarantors.

Authorization of Notes. The Company will authorize the issue and sale of (ia) U.S.$150,000,000 Cdn. $30,000,000 aggregate principal amount of its 4.154.34% Senior Notes, Series A, due December 27May 15, 2017 2019 (the “Series A Notes”), (iib) U.S.$225,000,000 U.S. $20,000,000 aggregate principal amount of its 4.574.40% Senior Notes, Series B, due December 27May 15, 2019 2022 (the “Series B Notes”); ) and (iiic) U.S.$275,000,000 U.S. $355,000,000 aggregate principal amount of its 5.154.40% Senior Notes, Series C, due December 27May 15, 2022 2024 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (together with the “Series D Notes”). The Series A Notes, Notes and Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”), such term to include any such notes Notes issued in substitution therefor pursuant to Section 1414 of this Agreement or the Other Agreements (as hereinafter defined)). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)1-A, Exhibit 1(b), Exhibit 1(c) 1-B and Exhibit 1(d)1-C, respectivelywith such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Section,” “Schedule” or an “Exhibit” are, unless otherwise specified, to a Section of, or a Schedule or an Exhibit attached to to, this Agreement.

Authorization of Notes. The Company Issuer will authorize the issue and sale of (i) U.S.$150,000,000 $150,000,000 aggregate principal amount of its 4.15Senior Notes consisting of (i) $15,000,000 aggregate principal amount of its 4.03% Senior Notes, Series A, due December 27January 7, 2017 2023 (the “Series A Notes”), (ii) U.S.$225,000,000 $45,000,000 aggregate principal amount of its 4.43% Senior Notes, Series B, due January 7, 2026 (the “Series B Notes”), (iii) $45,000,000 aggregate principal amount of its 4.57% Senior Notes, Series B, due December 27, 2019 (the “Series B Notes”); (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27January 7, 2022 2028 (the “Series C Notes”); ) and U.S.$150,000,000 (iv) $45,000,000 aggregate principal amount of its 5.304.74% Senior Notes, Series D, due December 27January 7, 2024 2031 (the “Series D Notes”). The ” and, together with the Series A Notes, Series B Notes, Series C Notes and Series D Notes are collectively referred to herein as C Notes, the “Notes”, such term to include any Notes, as amended, restated or otherwise modified from time to time pursuant to Section 17, and any such notes Notes issued in substitution therefor pursuant to Section 1413). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit Exhibits 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d), respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references B. References to a “Schedule” or an “Exhibit” are, unless otherwise specified, are references to a Schedule or an Exhibit attached to this AgreementAgreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified. SECTION 2.

Authorization of Notes. The Company will authorize the issue and sale of (ia) U.S.$150,000,000 U.S. $85,500,000 aggregate principal amount of its 4.157.84% Senior Guaranteed Notes, Series A, due December 27March 25, 2017 2006 (the “"Series A Notes”), ") and (iib) U.S.$225,000,000 U.S. $114,500,000 aggregate principal amount of its 4.578.05% Senior Guaranteed Notes, Series B, due December 27March 25, 2019 2009 (the “"Series B Notes”)"; (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior the Series A Notes and the Series B Notes are hereinafter referred to collectively as the "Notes, Series C, due December 27, 2022 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (the “Series D Notes”"). The References herein to the Series A Notes, the Series B NotesNotes or the Notes shall, Series C Notes and Series D Notes are collectively referred to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 14SECTION 13 or the Other Agreements (as hereinafter defined)). The Series A Notes, the Series B Notes, the Series C Notes and the Series D B Notes shall be substantially in the form forms set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d)EXHIBIT 1-A AND 1-B, respectively, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule SCHEDULE B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement."SECTION"

Authorization of Notes. The Company will authorize the issue and sale of (ia) U.S.$150,000,000 U.S. $40,000,000 aggregate principal amount of its 4.156.82% Senior Notes, Series A, due December 27June 18, 2017 2015 (the “Series A Notes”), (iib) U.S.$225,000,000 Cdn. $40,000,000 aggregate principal amount of its 4.576.37% Senior Notes, Series B, due December 27June 18, 2019 2015 (the “Series B Notes”); ) and (iiic) U.S.$275,000,000 U.S. $225,000,000 aggregate principal amount of its 5.157.97% Senior Notes, Series C, due December 27June 18, 2022 2021 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (the “Series D Notes”). The Series A Notes, the Series B Notes, Notes and the Series C Notes and Series D Notes are being hereinafter collectively referred as to herein as the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1414 of this Agreement or the Other Agreements (as hereinafter defined)). The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a)1, Exhibit 1(b)2 or Exhibit 3, Exhibit 1(c) as applicable with such changes therefrom, if any, as may be approved by you and Exhibit 1(d), respectivelythe Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Section,” “Schedule” or an “Exhibit” are, unless otherwise specified, to a Section of, or a Schedule or an Exhibit attached to to, this Agreement.

Authorization of Notes. The Company will authorize the issue and sale of (i) U.S.$150,000,000 $250,000,000 aggregate principal amount of its 4.15% Series 2014-A Senior Notes, Series A, due December 27, 2017 Notes consisting of (the “Series A Notes”), (iia) U.S.$225,000,000 $125,000,000 aggregate principal amount of its 4.573.84% Series 2014-A Senior Notes, Series BTranche 1, due December 27, 2019 (the “Series B Notes”); (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27September 19, 2024 (the “Series D 2014-A Tranche 1 Notes”). The ) and (b) $125,000,000 aggregate principal amount of its 4.24% Series 2014-A Senior Notes, Tranche 2, due June 25, 2025 (the “Series B 2014-A Tranche 2 Notes, ”; the Series C 2014-A Tranche 2 Notes and together with the Series D 2014-A Tranche 1 Notes are collectively referred to herein as the “Series 2014-A Notes”, ). The Series 2014-A Notes together with each Series of Additional Notes which may from time to time be issued pursuant to the provisions of Section 2.2 are collectively referred to herein as the “Notes” (such term to shall also include any such notes issued in substitution therefor pursuant to Section 1413). The Series 2014-A Notes, the Series B Notes, the Series C Tranche 1 Notes and the Series D 2014-A Tranche 2 Notes shall be substantially in the form forms set out in Exhibit 1(a), ) and Exhibit 1(b), Exhibit 1(c) respectively, with such changes therefrom, if any, as may be approved by the Purchasers and Exhibit 1(d), respectivelythe Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize has authorized the issue and sale of (i) U.S.$150,000,000 $59,000,000 aggregate principal amount of its 4.15Senior Notes consisting of (a) $9,000,000 aggregate principal amount of its 3.79% Senior Notes, Series A2012A, due December 271, 2017 2018, (the “Series A Notes”), (iib) U.S.$225,000,000 $20,000,000 aggregate principal amount of its 4.574.03% Senior Notes, Series B2012B, due December 27January 1, 2019 2020 (the “Series B Notes”); ) and (iiic) U.S.$275,000,000 $30,000,000 aggregate principal amount of its 5.154.55% Senior Notes, Series C2012C, due December 27November 1, 2022 2023 (the “Series C Notes”); and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024 (the “Series D Notes”). The Series A Notes, the Series B Notes, Notes and the Series C Notes and Series D Notes are herein collectively referred to herein as the “Notes”.” As used herein, such the term “Notes” shall mean all notes (irrespective of series unless otherwise specified) originally delivered pursuant to include this Agreement and any such notes issued in substitution therefor pursuant to Section 14. The Series A Notes, the Series B Notes, the Series C Notes and the Series D C Notes shall be substantially in the form forms set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d1(c), respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale of (i) U.S.$150,000,000 $350,000,000 aggregate principal amount of its 4.15Senior Notes, comprised of $109,000,000 6.99% Senior Notes, Series A, due December 27August 1, 2017 2005 (the “"Series A Notes”"), (ii) U.S.$225,000,000 aggregate principal amount of its 4.57$37,000,000 7.08% Senior Notes, Series B, due December 27August 1, 2019 2006 (the “"Series B Notes”"); (iii) U.S.$275,000,000 aggregate principal amount of its 5.15, $52,000,000 7.12% Senior Notes, Series C, due December 27August 1, 2022 2008 (the “"Series C Notes”"); and U.S.$150,000,000 aggregate principal amount of its 5.30, $82,000,000 7.24% Senior Notes, Series D, due December 27August 1, 2024 2010 (the “"Series D Notes”"). The , and $70,000,000 7.42% Senior Notes, Series E, due August 1, 2013 (the "Series E Notes") (said Series A Notes, Series B Notes, Series C Notes, Series D Notes and Series D E Notes are being herein collectively referred to herein as called the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement (as hereinafter defined)). The Series A NotesA, the Series B NotesB, the Series C Notes C, D and the Series D E Notes shall be substantially in the form respective forms set out in Exhibit 1(a)1, Exhibit 1(b)in each case with such changes therefrom, Exhibit 1(c) if any, as may be approved by each Purchaser and Exhibit 1(d), respectivelythe Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.