Common use of Appointment of Authenticating Agent Clause in Contracts

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees may appoint an Authenticating Agent or Agents, with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees to authenticate Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees or either Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereof, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, it shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustees or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more any series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3.06, and Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating AgentAgent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees or Trustee, the Company, the Authenticating AgentAgent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the such series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.071.06. 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ [Name of Authenticating Agent] _____________________________, as U.S. Trustee By: ________ by As Authenticating Agent _________________________ As Authenticating Authorized Agent By: Dated ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [Name of Authenticating Agent] by by Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more any series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3.06, and Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating AgentAgent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees or Trustee, the Company, the Authenticating AgentAgent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the such series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.071.06. 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: _____[Name of Authenticating Agent] ___________________________ by As Authenticating Agent By: ________________________________ by As Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: _____Agent ___________________________ As Authenticating Agent By: Dated ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more any series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating AgentAgent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees or Trustee, the Company, the Authenticating AgentAgent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the such series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07106. 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6.07607. If an appointment with respect to one or more series is made pursuant to this Section 6.12with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ [Name of Authenticating Agent] by As Authenticating Agent By: ________________________________ by As Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Agent Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ [Name of Authenticating Agent] _____________________________, as U.S. Trustee By: ________ by As Authenticating Agent _________________________ As Authenticating Authorized Agent By: Dated ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, Outstanding the Trustees Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of of, and subject to the Trustees direction of, the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus (together with its parent) of not less than $50,000,000 100,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. (1) At any time when any of the Securities Notes remain outstandingOutstanding the Trustee, with the Trustees approval of the Obligor, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities Notes which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities Notes of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.05, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Obligor and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Obligor itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.125.14, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.125.14, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. 5.14. (2) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.125.14, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more any series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating AgentAgent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company Issuers and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees or Trustee, the Issuers, the Authenticating AgentAgent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the CompanyIssuers. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyIssuers. 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company Issuers and shall give written notice of such appointment to all Holders of Securities of the such series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07106. 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed by the Issuers for such payments, subject to the provisions of Section 6.07607. If an appointment with respect to one or more series is made pursuant to this Section 6.12with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding, the Trustees Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series and the Trustees Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.071.6. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 Agent and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.071.6. 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, _______ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. _________________________________________ as U.S. Trustee By: _________________________________________ As as Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.126.14, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.126.14, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.126.14. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided, provided that such corporation shall be otherwise eligible under this Section 6.126.14, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.126.14, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.126.14. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.076.14. If an appointment with respect to one or more series is made pursuant to this Section 6.126.14, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________UNION BANK, N.A., as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any The Trustee, with the prior written approval of the Securities remain outstandingCompany, the Trustees may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent appointed by the Trustee shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or or, for Bearer Securities only, any Territory of the laws United States of Canada or any province thereofAmerica, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal, State, District of Columbia or state or Canadian federal or provincial such Territory authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then then, for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent appointed by the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.126.14, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.126.14, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities Junior Subordinated Notes remain outstanding, Outstanding the Trustees Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which Junior Subordinated Notes that shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities Junior Subordinated Notes of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 304, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Junior Subordinated Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Junior Subordinated Notes by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment 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 manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section. The provisions of Sections 306, 604 and the Trustees 605 shall be entitled applicable to be reimbursed for such payments, subject to the provisions of Section 6.07each Authenticating Agent. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities Junior Subordinated Notes of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities Junior Subordinated Notes of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more any series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating AgentAgent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees or Trustee, the Company, the Authenticating AgentAgent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the such series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07106. 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6.07607. If an appointment with respect to one or more series is made pursuant to this Section 6.12with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. Dated: ____________ _____________________________[NAME OF TRUSTEE] As Trustee By [NAME OF AUTHENTICATING AGENT], as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. (a) At any time when any of the Securities remain outstandingOutstanding, the Trustees may Trustee may, and upon request of the Company, shall, appoint an Authenticating Agent or Agents, Agent(s) with respect to one or more series of Securities Securities, which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series and the Trustees shall give written notice issued upon exchange, registration of such appointment transfer or partial redemption thereof or pursuant to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.073.6. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.126.14, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.126.14, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. 6.14. (b) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.126.14, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. . (c) An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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, and the Trustee shall terminate any such agency promptly upon request by 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 6.126.14, the Trustees Trustee may and, upon request of the Company, shall appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give send written notice in the manner provided in Section 1.6 of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. 6.14. (d) The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. 6.14. (e) If an appointment of an Authenticating Agent with respect to one or more series is made pursuant to this Section 6.126.14, the Securities of such series may have endorsed thereon, in addition to either lieu of the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________Wilmington Savings Fund Society, FSB, as U.S. Trustee By: ________________________________ As By as Authenticating Agent By: ________________________________ By Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities the Notes which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities Notes issued upon original issue and upon exchange, registration of such series transfer or partial redemption thereof, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any state thereof State or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than that $50,000,000 100,000,000 and subject to supervision or examination by United States federal Federal, State, Territorial or state or Canadian federal or provincial authorityDistrict of Columbia authorities. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, Agent shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to the Bonds of one or more series of Securities series, or any Tranche thereof, which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities Bonds of such series or Tranche issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Bonds so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Bonds by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of AmericaStates, any state or territory thereof or the District of Columbia or the laws Commonwealth of Canada or any province thereofPuerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than Fifty Million Dollars ($50,000,000 50,000,000) and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07Company. 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section. The provisions of Sections 3.08, 11.04 and the Trustees 11.05 shall be entitled applicable to be reimbursed for such payments, subject to the provisions of Section 6.07each Authenticating Agent. If an appointment with respect to the Bonds of one or more series is series, or any Tranche thereof, shall be made pursuant to this Section 6.12Section, the Securities Bonds of such series or Tranche may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication substantially in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities Bonds of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ By As Authenticating Agent By: ________________________________ By Authorized Officer _____________________If all of the Bonds of a series may not be originally issued at one time, as Canadian and if the Trustee does not have an office capable of authenticating Bonds upon original issuance located in a Place of Payment where the Company wishes to have Bonds of such series authenticated upon original issuance, the Trustee, certifies that if so requested by the Company in writing (which writing need not comply with Section 1.04 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this is one of Section and in accordance with such procedures as shall be acceptable to the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________Trustee, as Canadian Trustee By: ________________________________ As an Authenticating Agent By: ________________________________ Authorized Officerhaving an office in a Place of Payment designated by the Company with respect to such series of Bonds.

Appointment of Authenticating Agent. At As long as any time when any Debt Securities remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall elect, by the Trustee to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of the Debt Securities. Debt Securities remain outstanding, the Trustees may appoint an Authenticating Agent or Agents, with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees to authenticate Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which authenticated by such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the CompanyTrustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by the Trustees Trustee or either to the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees such Trustee by an such Authenticating Agent, except that only the Trustee may authenticate Debt Securities upon original issuance and pursuant to Section 2.08 hereof. Each Such Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any state thereof or the District of Columbia or the laws of Canada or any province thereofstate, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 100,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12, Agent with respect to the Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the such Authenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible shall, resign by giving written notice thereof of resignation to the Trustees and to the Company. The Trustees may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent applicable Trustee and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.127.14 with respect to the Debt Securities, the Trustees may Trustee shall, upon Company Request, appoint a successor Authenticating Agent which shall be acceptable to Agent, and the Company and shall give written provide notice of such appointment to all Holders of Debt Securities of the series with respect to which such Authenticating Agent will serve, in the manner and to the extent provided for in Section 1.0711.02. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers powers, duties and duties responsibilities 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 6.12herein. The Trustees agree Company agrees to pay to each the Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12services. The Authenticating Agent for the Debt Securities shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions except arising out of Section 6.07its negligence or willful misconduct. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Debt Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate alternative certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Debt Securities of the series designated therein referred to in the within-within mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities Notes remain outstandingOutstanding the Indenture Trustee, with the Trustees approval of the Issuing Entity, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series Series, Classes or Tranches of Securities Notes which shall will be authorized to act on behalf of the Trustees Indenture Trustee to authenticate Securities the Notes of such series Series, Classes or Tranches issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall will be entitled to the benefits of this Indenture and shall will be valid and obligatory for all purposes as if authenticated by the applicable Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Indenture Trustee or either the Indenture Trustee's certificate ’s Certificate of authenticationAuthentication, such reference shall will be deemed to include authentication and delivery on behalf of the Trustees Indenture Trustee by an Authenticating Agent and a certificate Certificate of authentication Authentication executed on behalf of the Trustees Indenture Trustee by an Authenticating Agent. Each Authenticating Agent shall will be acceptable to the Company Issuing Entity and shall will at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Issuing Entity itself, subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation shall Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall will cease to be eligible in accordance with the provisions of this Section 6.12Section, it shall such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section 6.12Section. The initial Authenticating Agent for the Notes of all Series, Classes and Tranches will be ▇▇▇▇▇ Fargo Bank, National Association. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall will continue to be an Authenticating Agent, provided such corporation shall will be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Indenture Trustee and to the CompanyIssuing Entity. The Trustees Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyIssuing Entity. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall will cease to be eligible in accordance with the provisions of this Section 6.12Section, the Trustees Indenture Trustee, with the approval of the Issuing Entity, may appoint a successor Authenticating Agent which shall will be acceptable to the Company Issuing Entity and shall will give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner each Noteholder as provided for in Section 1.071.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall will 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 will be appointed unless eligible under the provisions of this Section 6.12Section. The Trustees agree Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuing Entity from time to time time) reasonable compensation for its services under this Section 6.12Section, and the Trustees shall Indenture Trustee will be entitled to be reimbursed for such payments, subject to the provisions of Section 6.077.07. If an appointment with respect to one or more series Series, Classes or Tranches of Notes is made pursuant to this Section 6.12Section, the Securities Notes of such series Series, Classes or Tranches may have endorsed thereon, in addition to either the Indenture Trustee's certificate ’s Certificate of authenticationAuthentication, an alternate certificate Certificate of authentication Authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities Notes of the series Series, Classes or Tranches designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as U.S. Trustee Indenture Trustee, By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of the Securities which shall be authorized to act on behalf of of, and subject to the Trustees direction of, the Trustee to authenticate the Securities of such series series, including Securities issued upon original issue, exchange, registration of transfer or partial redemption thereof or pursuant to Section 306; and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if though authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the CompanyTrustee. Wherever reference is made in this Indenture to the authentication and delivery of the Securities of any series by the Trustees Trustee or either to the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an such Authenticating Agent for such series and a certificate of authentication executed on behalf of the Trustees Trustee by an such Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Corporation and shall at all times be either (i) a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state State authority or Canadian federal (ii) a corporation or provincial authorityother Person organized and doing business under the laws of Canada or any province thereof or England or Luxembourg, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by governmental authority of its jurisdiction of incorporation and organization. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidatedconsolidated or amalgamated, or any corporation resulting from any merger, conversion conversion, consolidation or consolidation amalgamation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an any Authenticating Agent, shall continue be the successor to be an such Authenticating Agent with respect to all series of the Securities for which it served as Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the such Authenticating Agent. An Any Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the CompanyCorporation. The Trustees Trustee may at any time terminate the agency appointment of an any 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company Corporation and shall give written shall, at the expense of the Corporation, provide notice of such appointment to all Holders of the Securities of the series with respect to which such Authenticating Agent will serve, affected thereby in the manner provided for in Section 1.07610 with respect to the appointment of a successor Trustee. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if though originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12Section. The Trustees agree Corporation agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officerhereunder.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Company from time to time time) reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07607. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. (a) At any time when any of the Securities remain outstandingOutstanding, the Trustees may Trustee may, and upon request of the Company, shall, appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities Securities, which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series and the Trustees shall give written notice issued upon exchange, registration of such appointment transfer or partial redemption thereof or pursuant to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.073.6. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.126.14, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.126.14, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. 6.14. (b) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.126.14, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. . (c) An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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, and the Trustee shall terminate any such agency promptly upon request by 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 6.126.14, the Trustees Trustee may and, upon request of the Company, shall appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give send written notice in the manner provided in Section 1.6 of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. 6.14. (d) The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. 6.14. (e) If an appointment of an Authenticating Agent with respect to one or more series is made pursuant to this Section 6.126.14, the Securities of such series may have endorsed thereon, in addition to either lieu of the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________U.S. Bank National Association, as U.S. As Trustee By: ________________________________ By As Authenticating Agent By: ________________________________ By Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. (a) At any time when any of the Securities remain outstandingOutstanding, the Trustees Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any state thereof State or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial authorityState authorities. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Section. (b) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. . (c) An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Trustees Trustee for such series and to the Company. The Trustees Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination 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 6.12Section, the Trustees Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, serve in the manner provided for set forth in Section 1.07106. 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 AgentAgent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12. Section. (d) The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. Section. (e) If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either or in lieu of the Trustee's ’s certificate of authentication, an alternate certificate of authentication substantially in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: [________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, ] as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, Trustee By as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ By Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________The Bank of New York Mellon, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At The Trustee may at any time when any of the Securities remain outstanding, the Trustees may appoint an authenticating agent (“Authenticating Agent Agent”) or Agents, agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series upon original issue, or issued upon exchange, registration of transfer or partial redemption thereof or in lieu of destroyed, lost or stolen Securities, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or national banking association organized and doing business and in good standing under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state State or Canadian federal or provincial authorityDistrict of Columbia authorities. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation or national banking association into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation or national banking association shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment thereof to all the Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner and to the extent provided for in Section 1.071.6. 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either lieu of the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. THE BANK OF NEW YORK as Trustee Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As as Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one Authenticating Agent 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 designated therein referred to authenticated upon original issuance, the Trustee, if so requested by the Company in the within-mentioned Indenture. Dated: ____________ ______________________writing (which writing need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel), as Canadian Trustee By: ________________________________ As shall appoint in accordance with this Section an Authenticating Agent By: ________________________________ Authorized Officerhaving an office in a Place of Payment designated by the Company with respect to such series of Securities.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, with respect to one or more series of Securities Agents which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities issued upon original issue and upon exchange, registration of such series transfer or partial redemption thereof or pursuant to Section 3.5, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any state thereof State or Territory or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12, 6.14 the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.126.14, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.126.14. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, Agent shall continue to be an the successor Authenticating AgentAgent hereunder, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint ----------------------------------- an Authenticating Agent or Agents, Agents (which may be an Affiliate of the Company if eligible to be an Authenticating Agent hereunder) with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.6, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation having a combined capital and surplus of not less than the equivalent of $50,000,000 and subject to supervision or examination by Federal or State authority or the equivalent foreign authority, in the case of an Authenticating Agent who is not organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereof, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authorityColumbia. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the successor of the Authenticating AgentAgent hereunder, provided if such successor corporation shall be is otherwise eligible under this Section 6.12, 7.14 without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents (by giving notice of the appointment to the Company and with respect to one or more series of Securities Securities, which Authenticating Agent(s) shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issue and the Trustees shall give written notice upon exchange, registration of such appointment transfer or partial redemption thereof or pursuant to all Holders of Securities of the series with respect to which such Authenticating Agent will serveSection 306, in the manner provided for in Section 1.07. and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be reasonably acceptable to the Company and shall give written notice to the Company of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07appointment. 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. -------------------------------------------- As Trustee By: ________________________________ By ------------------------------------------ As Authenticating Agent By: ________________________________ By ------------------------------------------ Authorized Officer _____________________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 (1) fifteen days after each Regular Record Date, a list, in such form as Canadian Trusteethe Trustee may reasonably require, certifies that this is one of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, and (2) at such other times as the series designated therein referred Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list in 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 in the within-mentioned Indenture. Dated: ____________ ______________________, its capacity as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSecurity Registrar.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees (a) The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate each Security Certificate representing Securities of such series issued upon original issue and the Trustees shall give written notice upon exchange, registration of such appointment transfer or partial redemption thereof or pursuant to all Holders of Section 2.7, and each Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities represented by a Security Certificate so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if such Security Certificate was authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Security Certificates by the Trustees Trustee or either the Trustee's ’s certificate of authentication, authentication such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Issuer and shall at all times be a corporation Person organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating AgentAgents, having a combined capital and surplus of not less than $50,000,000 U.S.$50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes purposes, of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Section. (b) Any corporation Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, ; provided such corporation shall be otherwise eligible under this Section 6.12Section, without without, the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees may appoint an Authenticating Agent or Agents, with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees to authenticate Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees or either Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereof, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, it shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustees or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ___________ __ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. (a) At any time when any of the Securities remain outstandingOutstanding, the Trustees may Trustee may, and upon request of the Company, shall, appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities Securities, which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series and the Trustees shall give written notice issued upon exchange, registration of such appointment transfer or partial redemption thereof or pursuant to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.073.6. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.126.14, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.126.14, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. 6.14. (b) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.126.14, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. . (c) An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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, and the Trustee shall terminate any such agency promptly upon request by 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 6.126.14, the Trustees Trustee may and, upon request of the Company, shall appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give send written notice in the manner provided in Section 1.6 of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. 6.14. (d) The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. 6.14. (e) If an appointment of an Authenticating Agent with respect to one or more series is made pursuant to this Section 6.126.14, the Securities of such series may have endorsed thereon, in addition to either lieu of the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________The Bank of New York Mellon Trust Company, N.A., as U.S. Trustee By: ________________________________ As By as Authenticating Agent By: ________________________________ By Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to the Debt Securities of one or more series of Securities series, or any Tranche thereof, which shall be authorized to act on behalf of the Trustees Trustee to authenticate Debt Securities of such series or Tranche issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of AmericaStates, any state State or territory thereof or the District of Columbia or the laws Commonwealth of Canada or any province thereofPuerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving 45 days written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07Company. 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section. The provisions of Sections 308, 904 and the Trustees 905 shall be entitled applicable to be reimbursed for such payments, subject to the provisions of Section 6.07each Authenticating Agent. If an appointment with respect to the Debt Securities of one or more series is series, or any Tranche thereof, shall be made pursuant to this Section 6.12Section, the Debt Securities of such series or Tranche may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ :_____________________________, as U.S. Trustee _ By: ___________________________ As Trustee By___________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________Signatory If all of the Debt Securities of a series may not be originally issued at one time, as Canadian and if the Trustee does not have an office capable of authenticating Debt Securities upon original issuance located in a Place of Payment where the Company wishes to have Debt Securities of such series authenticated upon original issuance, the Trustee, certifies that 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 is one of Section and in accordance with such procedures as shall be acceptable to the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________Trustee, as Canadian Trustee By: ________________________________ As an Authenticating Agent By: ________________________________ Authorized Officerhaving an office in a Place of Payment designated by the Company with respect to such series of Debt Securities.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more any series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 3.06, and Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating AgentAgent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees or Trustee, the Company, the Authenticating AgentAgent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the such series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.071.06. 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee [ ] By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding, the Trustees Trustee may appoint an Authenticating Agent or Agents, Authenticating Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such which instrument shall be promptly furnished to the CompanyIssuer. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and Issuer and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofStates, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 75,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial authorityState authorities. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Trustees Trustee for such series and to the CompanyIssuer or the Guarantor. The Trustees Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the CompanyIssuer or the Guarantor. 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 6.12Section, the Trustees Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company Issuer or the Guarantor and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, serve in the manner provided for set forth in Section 1.07106. 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 AgentAgent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12Section. The Trustees agree Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment of any Authenticating Agent with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either or in lieu of the Trustee's ’s certificate of authentication, an alternate certificate of authentication substantially in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________DEUTSCHE BANK TRUST COMPANY AMERICAS, as U.S. Trustee By: ________________________________ As as Authenticating Agent Dated: By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________The Bank of New York, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia Columbia, or under the laws of Canada or any province thereof, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.126.13, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Company from time to time time) reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DatedBy: ____________ _____________________________, as U.S. ------------------------------------- As Trustee By: ________________________________ ------------------------------------- As Authenticating Agent By: ________________________________ ------------------------------------- As Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________U.S. Bank National Association, as U.S. Trustee By: ________________________________ As Authenticating Agent Agent: By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer:

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities the Notes which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities Notes issued upon original issue and upon exchange, registration of such series transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, ; provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series Notes with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series the Notes is made pursuant to this Section 6.12Section, the Securities of such series Notes may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate alternative certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein Notes referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. As Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding, the Trustees Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation Corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of not less than $50,000,000 and subject to supervision or examination by United States federal Federal, State or state or Canadian federal or provincial District of Columbia authority. If such corporation Corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation Corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided if such corporation Corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities Registered Securities, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for Security Register, and (ii) if Securities of the series are issuable as Bearer Securities, publish notice of such appointment at least once in Section 1.07an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. 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 6.12Section. The Trustees agree to pay provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Agent. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________The Chase Manhattan Bank, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities Notes remain outstandingOutstanding the Indenture Trustee, with the Trustees approval of the Issuer, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series or classes of Securities which Notes that shall be authorized to act on behalf of the Trustees Indenture Trustee to authenticate Securities Notes of such series or classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Indenture Trustee or either the Indenture Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Indenture Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Issuer itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. The initial Authenticating Agent for the Notes of all series and classes shall be ▇▇▇▇▇ Fargo Bank, National Association. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Indenture Trustee and to the CompanyIssuer. The Trustees Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyIssuer. 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 6.12Section, the Trustees Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which shall be acceptable to the Company Issuer and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner each Noteholder as provided for in Section 1.071.06. 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 6.12Section. The Trustees agree Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time time) reasonable compensation for its services under this Section 6.12Section, and the Trustees Indenture Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.078.07. If an appointment with respect to one or more series or classes is made pursuant to this Section 6.12Section, the Securities Notes of such series or classes may have endorsed thereon, in addition to either the Indenture Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities Notes of the series or classes designated therein referred to in the within-within- mentioned Indenture. Dated: ____________ _____________________________▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as U.S. Indenture Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingThe Trustee may, the Trustees may by an instrument in writing, appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall may be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of AmericaStates, any state State thereof or the District of Columbia or (or, if Bearer Securities, organized and doing business under the laws of Canada or any province thereofthe country in which the Bearer Securities are eligible), authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial authorityState authority (or, if Bearer Securities, an authority of the country in which the Bearer Securities are eligible). If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the such Authenticating Agent. An Authenticating Agent may may, and if it shall cease to be eligible shall, resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities Registered Securities, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed for such paymentspayment, subject to the provisions of Section 6.07607. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have been endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DatedTHE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE By: ____________ _____________________________, as U.S. Trustee __ AS AUTHENTICATING AGENT By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of AUTHORIZED OFFICER" If all the Securities of a series may not be originally issued at one time, and if the Company has an Affiliate eligible to be appointed as an Authenticating Agent hereunder or 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 an Authenticating Agent (which, if so requested by the Company, shall be such Affiliate of the Company) having an office in a Place of Payment designated therein referred by the Company with respect to such series of Securities. ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. With respect to each series of Securities, the Company will furnish or cause to be furnished to the Trustee: (a) semi-annually, not later than 15 days after a Regular Record Date, a list, in such form as the Trustee may reasonably require, containing all the information in the within-mentioned Indenture. Dated: ____________ ______________________possession or control of the Company, or any of its Paying Agents other than the Trustee, as Canadian to the names and addresses of the Holders of Securities as of the immediately preceding Regular Record Date, and (b) at such other times as the Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officermay 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 any such list names and addresses received by the Trustee in its capacity as Security Registrar.

Appointment of Authenticating Agent. At any time when any of the Securities Notes remain outstandingOutstanding, the Trustees Trustee may appoint an Authenticating Agent authenticating agent or Agents, agents with respect to one or more series of Securities the Notes which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series Notes and the Trustees Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent authenticating agent will serve, in the manner provided for in Section 1.07107. Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such instrument shall be promptly furnished to the CompanyIssuer. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent authenticating agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agentauthenticating agent. Each Authenticating Agent authenticating agent shall be acceptable to the Company Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agentauthenticating agent, having a combined capital and surplus of not less than $US$50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12612, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent authenticating agent shall cease to be eligible in accordance with the provisions of this Section 6.12612, it shall resign immediately in the manner and with the effect specified in this Section 6.12612. Any corporation into which an Authenticating Agent authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent authenticating agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agentauthenticating agent, shall continue to be an Authenticating Agentauthenticating agent, provided such corporation shall be otherwise eligible under this Section 6.12612, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agentauthenticating agent. An Authenticating Agent authenticating agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the CompanyIssuer. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent authenticating agent by giving written notice thereof to such Authenticating Agent authenticating agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent authenticating agent shall cease to be eligible in accordance with the provisions of this Section 6.12612, the Trustees Trustee may appoint a successor Authenticating Agent authenticating agent which shall be acceptable to the Company Issuer and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serveHolders, in the manner provided for in Section 1.07107. Any successor Authenticating Agent 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 Agentauthenticating agent. No successor Authenticating Agent authenticating agent shall be appointed unless eligible under the provisions of this Section 6.12612. The Trustees agree Issuer agrees to pay to each Authenticating Agent authenticating agent from time to time reasonable such compensation for its services under this Section 6.12, and the Trustees 612 as shall be entitled to be reimbursed for agreed in writing between the Issuer and such payments, subject to the provisions of Section 6.07authenticating agent. If an appointment with respect to one or more series is made pursuant to this Section 6.12612, the Securities of such series Notes may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series Notes designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________THE BANK OF NEW YORK MELLON, as U.S. Trustee By: ________________________________ As as Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities Notes remain outstandingOutstanding the Indenture Trustee, with the Trustees approval of the Issuer, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series Series, Classes or Tranches of Securities Notes which shall will be authorized to act on behalf of the Trustees Indenture Trustee to authenticate Securities Notes of such series Series, Classes or Tranches issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall will be entitled to the benefits of this Indenture and shall will be valid and obligatory for all purposes as if authenticated by the applicable Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Indenture Trustee or either the Indenture Trustee's certificate ’s Certificate of authenticationAuthentication, such reference shall will be deemed to include authentication and delivery on behalf of the Trustees Indenture Trustee by an Authenticating Agent and a certificate Certificate of authentication Authentication executed on behalf of the Trustees Indenture Trustee by an Authenticating Agent. Each Authenticating Agent shall will be acceptable to the Company Issuer and shall will at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Issuer itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation shall Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall will cease to be eligible in accordance with the provisions of this Section 6.12Section, it shall such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section 6.12Section. The initial Authenticating Agent for the Notes of all Series, Classes and Tranches will be The Bank of New York Mellon. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall will continue to be an Authenticating Agent, provided such corporation shall will be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Indenture Trustee and to the CompanyIssuer. The Trustees Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyIssuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall will cease to be eligible in accordance with the provisions of this Section 6.12Section, the Trustees Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which shall will be acceptable to the Company Issuer and shall will give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner each Noteholder as provided for in Section 1.07106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall will 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 will be appointed unless eligible under the provisions of this Section 6.12Section. The Trustees agree Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time time) reasonable compensation for its services under this Section 6.12Section, and the Trustees shall Indenture Trustee will be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07707. If an appointment with respect to one or more series Series, Classes or Tranches is made pursuant to this Section 6.12Section, the Securities Notes of such series Series, Classes or Tranche may have endorsed thereon, in addition to either the Indenture Trustee's certificate ’s Certificate of authenticationAuthentication, an alternate certificate Certificate of authentication Authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities Notes of the series Series, Classes or Tranches designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________THE BANK OF NEW YORK MELLON, as U.S. Trustee Indenture Trustee, By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [Name of Authenticating Agent] by By Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issue and the Trustees shall give written notice upon exchange, registration of such appointment transfer or partial redemption thereof or pursuant to all Holders of Securities of the series with respect to which such Authenticating Agent will serveSection 3.06, in the manner provided for in Section 1.07. and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.126.14, the Securities of such series may have endorsed thereon, in addition to either lieu of the Trustee's ’s certificate of authentication, an alternate alternative certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. As Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which that shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which that shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________U.S. BANK NATIONAL ASSOCIATION, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer,

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding, the Trustees Trustee, with the concurrence of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series series, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation Corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or federal, state or Canadian federal or provincial District of Columbia authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation Corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation Corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities Notes remain outstandingOutstanding the Indenture Trustee, with the Trustees approval of the Issuing Entity, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series Series, Classes or Tranches of Securities Notes which shall will be authorized to act on behalf of the Trustees Indenture Trustee to authenticate Securities the Notes of such series Series, Classes or Tranches issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall will be entitled to the benefits of this Indenture and shall will be valid and obligatory for all purposes as if authenticated by the applicable Indenture Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Indenture Trustee or either the Indenture Trustee's certificate ’s Certificate of authenticationAuthentication, such reference shall will be deemed to include authentication and delivery on behalf of the Trustees Indenture Trustee by an Authenticating Agent and a certificate Certificate of authentication Authentication executed on behalf of the Trustees Indenture Trustee by an Authenticating Agent. Each Authenticating Agent shall will be acceptable to the Company Issuing Entity and shall will at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Issuing Entity itself, subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation shall Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease ceases to be eligible in accordance with the provisions of this Section 6.12Section, it shall such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section 6.12Section. The Authenticating Agent for the Notes of all Series, Classes and Tranches is Computershare Trust Company, National Association. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall will continue to be an Authenticating Agent, provided such corporation shall will be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Indenture Trustee and to the CompanyIssuing Entity. The Trustees Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyIssuing Entity. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall will cease to be eligible in accordance with the provisions of this Section 6.12Section, the Trustees Indenture Trustee, with the approval of the Issuing Entity, may appoint a successor Authenticating Agent which shall will be acceptable to the Company Issuing Entity and shall will give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner each Noteholder as provided for in Section 1.071.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall will 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 will be appointed unless eligible under the provisions of this Section 6.12Section. The Trustees agree If the entity that is acting as Authenticating Agent is not the same entity as the Indenture Trustee, then the Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuing Entity from time to time time) reasonable compensation for its services under this Section 6.12Section, and the Trustees shall Indenture Trustee will be entitled to be reimbursed for such payments, subject to the provisions of Section 6.077.07. If an appointment with respect to one or more series Series, Classes or Tranches of Notes is made pursuant to this Section 6.12Section, the Securities Notes of such series Series, Classes or Tranches may have endorsed thereon, in addition to either the Indenture Trustee's certificate ’s Certificate of authenticationAuthentication, an alternate certificate Certificate of authentication Authentication in substantially the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities Notes of the series Series, Classes or Tranches designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________[AUTHENTICATING AGENT], as U.S. Trustee Authenticating Agent, By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, with respect to one or more series of Securities Agents which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities issued upon original issue and upon exchange, registration of such series transfer or partial redemption thereof, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof State thereof, or any Territory or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, Agent shall continue to be an the successor Authenticating AgentAgent hereunder, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of The Trustee (upon notice to the Securities remain outstanding, the Trustees Partnership) may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issue (in accordance with procedures acceptable to the Trustee) and the Trustees shall give written notice upon exchange, registration of such appointment transfer or partial redemption thereof or pursuant to all Holders of Securities of the series with respect to which such Authenticating Agent will serveSection 3.06, in the manner provided for in Section 1.07. and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Partnership and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation 50 Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an such Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the such Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the CompanyPartnership. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the CompanyPartnership. 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07Partnership. 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 6.12Section. The Trustees agree 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 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. [Name of Trustee] As Trustee By: ________:________________________ As Authenticating Agent By: ________:________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding, the Trustees Trustee, with the approval of the Bank, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Bank and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and U.S.$50,000,000 and, if other than the Bank itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustees or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSection.

Appointment of Authenticating Agent. (1) At any time when any of the Securities Notes remain outstandingOutstanding the Trustee, with the Trustees approval of the Obligor, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities Notes which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities Notes of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.05, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Obligor and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Obligor itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.125.14, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.125.14, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12. 5.14. (2) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.125.14, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities Notes remain outstandingOutstanding, the Trustees Trustee may appoint an Authenticating Agent or Agents, with respect to one or more series of Securities Agents which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities Notes issued upon exchange, registration of such series transfer or partial redemption thereof, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such which instrument shall be promptly furnished to the CompanyIssuer. Wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company Issuer and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authorityauthorities. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set asset forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time resign by giving written notice thereof of resignation to the Trustees Trustee and to the CompanyIssuer. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the CompanyIssuer. 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company Issuer and shall give written notice of such appointment to all Holders of Securities Notes by mailing or causing to be mailed such notice to the Holders of Notes as they appear on the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07Note 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 AgentAgent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12Section. The Trustees agree Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series Notes may have endorsed thereon, in addition to either or in lieu of the Trustee's ’s certificate of authentication, an alternate certificate of authentication substantially in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this “This is one of the Securities of the series Notes designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________U.S. BANK NATIONAL ASSOCIATION, as U.S. Trustee By: ________________________________ As as Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Signatory Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer”

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.126.14, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.126.14, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.126.14. Any corporation entity into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation entity succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided, provided that such corporation entity shall be otherwise eligible under this Section 6.126.14, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.126.14, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.126.14. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.076.14. If an appointment with respect to one or more series is made pursuant to this Section 6.126.14, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________MUFG UNION BANK, N.A., as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Company from time to time time) reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07607. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________The Bank of New York, as U.S. Trustee By: ___:_____________________________ As Authenticating Agent ByDate: _____________________ By:_____________________________ Authorized Officer _____________________Signatory ARTICLE SEVEN SECURITYHOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company To Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be furnished to the Trustee (a) semi-annually, not more than 15 days after each Regular Record Date, in each year in such form as Canadian Trusteethe Trustee may reasonably require, certifies that this is one a list of the names and addresses of the Holders of Securities of such series as of such date, and (b) at such other times as the series designated therein referred 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 any such list names and addresses received by the Trustee in the within-mentioned Indenture. Dated: ____________ ______________________, its capacity as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSecurity Registrar.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________THE BANK OF NEW YORK MELLON, as U.S. Trustee ByTrustee, by: ________________________________ As Authenticating Agent Byby: ________________________________ As Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Agent Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer:

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and Trustee and, if other than the Company, to the Company. The Trustees Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and and, if other than the Company, 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 6.12Section, the Trustees Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ [Name of Authenticating Agent] by As Authenticating Agent By: ________________________________ By As Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Agent Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding the Trustee, with the Trustees approval of the Company, may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and and, if other than the Company itself, subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issue and the Trustees shall give written notice upon exchange, registration of such appointment transfer or partial redemption thereof or pursuant to all Holders of Securities of the series with respect to which such Authenticating Agent will serveSection 3.6, in the manner provided for in Section 1.07. and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The 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 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. 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 6.12. The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07. If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstandingOutstanding, the Trustees Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption or repayment thereof, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such which instrument shall be promptly furnished to PCS and the CompanyTrustee shall give written notice of such appointment 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. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereof, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, it shall resign immediately in the manner and with the effect specified in this Section 6.12. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12611, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent for any series of Securities may resign at any time resign by giving written notice thereof of resignation to the Trustees Trustee for such series and to the CompanyPCS. The Trustees Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination to such Authenticating Agent and to the CompanyPCS. 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 6.12611, the Trustees Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company PCS and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, serve in the manner provided for set forth in Section 1.07106. 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 AgentAgent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12611. The Trustees agree PCS agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07611. If an appointment with respect to one or more series is made pursuant to this Section 6.12611, the Securities of such series may have endorsed thereon, in addition to either or in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, -------------------------------------------- as U.S. Trustee By: ________________________________ As , ---------------------------- as Authenticating Agent By: ________________________________ ---------------------------- Authorized Officer _____________________Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PCS SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Securities or coupons, as Canadian Trusteeby receiving and holding the same, certifies agrees with PCS and the Trustee that this is one neither PCS nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the Securities disclosure of any information as to the names and addresses of the series designated therein referred Holders of Securities in accordance with TIA Section 312 or any statute of Canada or any province or territory thereof, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officera request made under TIA Section 312(b).

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, Outstanding the Trustees Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities Securities, or any Tranche thereof, which shall be authorized to act on behalf of of, and subject to the Trustees direction of, the Trustee to authenticate Securities of such series or Tranche issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series series, or Tranche thereof, with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series or any Tranche thereof, is made pursuant to this Section 6.12Section, the Securities of such series or Tranche may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate Form of Authentication may be executed by either Trustee) Authenticating Agent's CERTIFICATE OF AUTHENTICATION Dated:_____________________, as U.S. Trustee, certifies that this _ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent AS TRUSTEE By: _____________________________ AS AUTHENTICATING AGENT _______________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one 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 therein referred by the Company with respect to such series of Securities. 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: (a) semi-annually, not later than January 15 and July 15 in each year, a list, in such form as the within-mentioned Indenture. Dated: ____________ ______________________Trustee may reasonably require, of the names and addresses of the Holders as of the preceding December 15 or June 15, as Canadian the case may be; and (b) at such other times as the Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officermay 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; PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar, no such list shall be required to be furnished.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, Outstanding the Trustees Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities Securities, or any Tranche thereof, which shall be authorized to act on behalf of of, and subject to the Trustees direction of, the Trustee to authenticate Securities of such series or Tranche issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series series, or Tranche thereof, with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series or any Tranche thereof, is made pursuant to this Section 6.12Section, the Securities of such series or Tranche may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) -47- FORM OF AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION Dated:_____________________, as U.S. Trustee, certifies that this _ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one ---------------------------------------- AS TRUSTEE By -------------------------------------- AS AUTHENTICATING AGENT ---------------------------------------- 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 therein referred by the Company with respect to such series of Securities. 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: (a) semi-annually, not later than January 15 and July 15 in each year, a list, in such form as the within-mentioned Indenture. Dated: ____________ ______________________Trustee may reasonably require, of the names and addresses of the Holders as of the preceding December 15 or June 15, as Canadian the case may be; and (b) at such other times as the Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officermay 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; PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar, no such list shall be required to be furnished.

Appointment of Authenticating Agent. At As long as any time when any Debt Securities of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the Securities remain outstanding"Authenticating Agent") appointed, for such period as the Trustees may appoint an Authenticating Agent or AgentsCompany shall elect, with respect to one or more by the Trustee for such series of Debt Securities which shall be authorized to act as its agent on its behalf and subject to its direction in connection with the authentication and delivery of the Trustees to authenticate each series of Debt Securities for which it is serving as Trustee. Debt Securities of each such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which authenticated by such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the CompanyTrustee. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustees Trustee for such series or either to the Trustee's certificate Certificate of authenticationAuthentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee for such series by an Authenticating Agent for such series and a certificate Certificate of authentication Authentication executed on behalf of the Trustees such Trustee by an Authenticating Agent. Each such Authenticating Agent shall be acceptable except that only the Trustee may authenticate Debt Securities upon original issuance and pursuant to the Company and SECTION 3.06 hereof. Such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America, America or of any state thereof or the District of Columbia or the laws of Canada or any province thereofState, authorized under such laws to act as Authenticating Agentexercise corporate trust powers, having a combined capital and surplus of not less than at least $50,000,000 25,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an any Authenticating Agent may be merged or converted converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an any Authenticating Agent, shall continue to be an the Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12, Agent with respect to all series of Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustees Trustee for such series or the such Authenticating Agent. An Any Authenticating Agent may resign at any time time, and if it shall cease to be eligible, shall resign by giving written notice thereof of resignation to the Trustees and to the Company. The Trustees may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent applicable Trustee and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12SECTION 6.11 with respect to one or more of all series of Debt Securities, the Trustees may Trustee for such series shall upon Company Request appoint a successor Authenticating Agent which shall be acceptable to Agent, and the Company and shall give written provide notice of such appointment to all Holders of Debt Securities of the such series with respect to which such Authenticating Agent will serve, in the manner and to the extent provided for in Section 1.07SECTION 1.05. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers powers, duties and duties responsibilities 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 6.12herein. The Trustees agree Trustee for the Debt Securities of such series agrees to pay to each the Authenticating Agent for such series from time to time reasonable compensation for its services under this Section 6.12services, and the Trustees Trustee shall be entitled to be reimbursed for such paymentspayment, subject to the provisions of Section SECTION 6.07. The Authenticating Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Debt Securities of such series may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the series of Debt Securities of issued under the series designated therein referred to in the within-within mentioned Indenture. Dated: ____________ _____________________________THE FIRST NATIONAL BANK OF CHICAGO, as U.S. Trustee By: ________________________________ By -------------------------------------- As Authenticating Agent By: ________________________________ By -------------------------------------- Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities of such series issued upon original issue and the Trustees shall give written notice upon exchange, registration of such appointment transfer or partial redemption thereof or pursuant to all Holders of Securities of the series with respect to which such Authenticating Agent will serveSection 306, in the manner provided for in Section 1.07. and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees Trustee or either the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having (or if such Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then then, for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the manner provided for in Section 1.07Security 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07607. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities of such series may have endorsed thereon, in addition to either the Trustee's certificate of authentication, an alternate alternative certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY OF CALIFORNIA, as U.S. N.A., As Trustee By: ________________________________ , ---------------------------- As Authenticating Agent By: ________________________________ , ---------------------------- Authorized Officer _____________________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 (1) semi-annually, not later than 15 days after the Regular Record Date for each series of Securities, a list, in such form as Canadian Trusteethe Trustee may reasonably require, certifies that this is one of the Securities names and addresses of the Holders of Securities as of such Regular Record Date, or if there is no Regular Record Date for interest for such series designated therein referred to of Securities, semi-annually, upon such dates as are set forth in the within-mentioned Indenture. Dated: ____________ ______________________Board Resolution or indenture supplemental hereto authorizing such series, and (2) at such other times as Canadian the Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officermay 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; provided, however, that so long as the Trustee is the Security Registrar, no such list shall be required to be furnished.

Appointment of Authenticating Agent. At any time when any of the Securities remain outstanding, the Trustees The Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more any series of Securities which shall be authorized to act on behalf of the Trustees Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent so appointed with respect to such series and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating AgentAgent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state State thereof or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial State authority. If such corporation Authenticating Agent publishes reports of condition at least annually, annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees or Trustee, the Company, the Authenticating AgentAgent or such successor corporation. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees Trustee and to the Company. The Trustees 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 6.12Section, the Trustees Trustee may appoint a successor Authenticating Agent with respect to any series of Securities which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the such series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07106. 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 6.12Section. The Trustees agree Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12Section, and the Trustees Trustee shall be entitled to be reimbursed by the Company for such payments, subject to the provisions of Section 6.07607. If an appointment with respect to one or more series is made pursuant to this Section 6.12with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to either the Trustee's ’s certificate of authentication, an alternate certificate of authentication in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. Dated: ____________ _____________________________, as U.S. Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory

Appointment of Authenticating Agent. At any time when any of the Securities Notes remain outstandingOutstanding, the Trustees Trustee may appoint an Authenticating Agent or Agents, Agents with respect to one or more series of Securities Notes which shall be authorized to act on behalf of the Trustees Trustee to authenticate Securities Notes of such series issued upon exchange, registration of transfer or partial redemption or repayment thereof, except upon original issuance or in replacement of mutilated, lost, stolen or destroyed Notes, and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the TrusteesTrustee, and a copy of such which instrument shall be promptly furnished to the Company. Wherever Except on original issuance or in replacement of mutilated, lost, stolen or destroyed Notes, wherever reference is made in this Indenture to the authentication and delivery of Securities Notes by the Trustees Trustee or either the Trustee's ’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, America or of any state thereof State or the District of Columbia or the laws of Canada or any province thereofColumbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal Federal or state or Canadian federal or provincial authorityState authorities. If such corporation Authenticating Agent publishes reports of condition at least annually, pursuant to applicable law or to the requirements of said the aforesaid supervising or examining authority, then for the purposes of this Section 6.12Section, the combined capital and surplus of such corporation Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12Section, it such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12Section, without the execution or filing of any paper or any further act on the part of the Trustees Trustee or the Authenticating Agent. An Authenticating Agent for any series of Notes may resign at any time resign by giving written notice thereof of resignation to the Trustees Trustee for such series and to the Company. The Trustees Trustee for any series of Notes may at any time terminate the agency of an Authenticating Agent by giving written notice thereof of termination 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 6.12Section, the Trustees Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities Notes of the series with respect to which such Authenticating Agent will serve, serve in the manner provided for set forth in Section 1.07106. 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 AgentAgent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12Section. The Trustees agree Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07Section. If an appointment with respect to one or more series is made pursuant to this Section 6.12Section, the Securities Notes of such series may have endorsed thereon, in addition to either or in lieu of the Trustee's ’s certificate of authentication, an alternate certificate of authentication substantially in the following form: (Certificate of Authentication may be executed by either Trustee) _____________________, as U.S. Trustee, certifies that this This is one of the Securities Notes of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ _____________________________BANKERS TRUST COMPANY, as U.S. Trustee Trustee, By: ________________________________ As as Authenticating Agent By: ________________________________ as Authorized Officer _____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ____________ ______________________, as Canadian Trustee By: ________________________________ As Authenticating Agent By: ________________________________ Authorized OfficerSignatory