Common use of An Authenticating Agent 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 subject to acceptance by the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the Note 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 6.7. If an appointment is made pursuant to this Section 6.14, the Notes 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 Notes described in the within-mentioned Indenture. Norwest Bank Minnesota, National Association As Trustee By: ______________________________ Authorized Officer 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 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 Agent, which shall be subject acceptable to acceptance by the Company and shall mail written give notice of such appointment by first-class mail, postage prepaid, in the manner provided in Section 1.6 to all Holders as their names and addresses appear in of Securities of the Note Registerseries 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 provision 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 paymentspayment, subject to the provisions of Section 6.7. If an appointment with respect to one or more series is made pursuant to this Section 6.14Section, the 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 Notes described Securities referred to in the within-within mentioned Indenture. Norwest Bank Minnesota, National Association As Trustee ByDated: ______________________________ Authorized Officer WILMINGTON TRUST COMPANY, as Trustee By: ______________________________ As Authenticating Agent for the Trustee By: ______________________________ Name of Authorized Officer: Title:

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 subject to acceptance by the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the Note 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 6.7. If an appointment is made pursuant to this Section 6.14, the Notes 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 Notes described in the within-mentioned Indenture. Norwest Bank Minnesota, National Association As Trustee By: ______________________________ Authorized Officer By: _______________________________ As Authenticating Agent By: _________________________________ Authorized OfficerOfficer 50

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 SectionSection 7.14, the Trustee may appoint a successor Authenticating Agent which shall be subject acceptable to acceptance by the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders holders of Securities as their names and addresses appear in the Note RegisterSecurity 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 SectionSection 7.14. 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 6.77.14. If an appointment is made pursuant to this Section 6.147.14, the Notes Securities may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: Dated: This is one of the Notes described in the within-mentioned Indenture. Norwest Bank MinnesotaThe Chase Manhattan Bank, National Association As Trustee [AUTHENTICATING AGENT] As Authenticating Agent By: ______________________________ , Authorized Officer By: ______________________________ As Authenticating Agent By: ______________________________ Authorized OfficerSignatory ARTICLE EIGHT

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 ceases to be eligible in accordance with the provisions of this SectionSection 6.14, the Trustee may appoint a successor Authenticating Agent which shall be subject acceptable to acceptance by the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the Note 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 it is eligible under the provisions of this SectionSection 6.14. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this SectionSection 6.14, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.76.07. If an appointment is made pursuant to this Section 6.14, the Notes Securities 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 Notes Securities described in the within-mentioned Indenture. Norwest U.S. Bank MinnesotaNational Association, National Association As Trustee By: :______________________________ Authorized Officer By: ______________________________ As Authenticating Agent By: :_________________________________________ Authorized Officer