Common use of Authentication and Delivery and Dating Clause in Contracts

Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of such Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $400,000,000 and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company not to exceed $200,000,000 and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer's Certificate of the Company (an "Authentication Order"). Such Officer's Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Authentication and Delivery and Dating. The Notes Securities shall be executed on behalf of the Company by one Officer of the Companya Director and a Syndic, as required by Argentine Law. The signature of such Officer any of these officers, employees or agents on the Notes Securities may be manual or facsimile, subject in the case of facsimile signature, to the authorization of the CNV, if required by law or the regulations thereof applicable to the Company. Notes Securities bearing the manual or facsimile signature signatures of an individual who was at any time a proper Officer of the Company Director and a Syndic shall bind the Company, notwithstanding that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Securities or did not hold such office offices at the date of such NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes Securities executed by the Company to the Trustee for authentication; and the Trustee shall shall, upon Company Order, authenticate and deliver (i) Initial Notes for original issue such Securities as provided in this Indenture and not otherwise. Prior to any such authentication and delivery, the aggregate principal amount not Trustee shall be entitled to exceed $400,000,000 receive, in addition to any Officers' Certificate and (ii) Additional Notes from time Opinion of Counsel required to time for original issue in aggregate principal amounts specified be furnished to the Trustee pursuant to Section 102, and the Corporate Resolution and any certificate relating to the issuance of the Series of Securities required to be furnished pursuant to Section 202, an Opinion of Counsel stating that all laws and requirements with respect to the execution and delivery by the Company not of such Securities have been complied with, including any necessary approvals of the CNV where applicable, the Company has the corporate power to exceed $200,000,000 issue such Securities and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notessuch Securities have been duly authorized and delivered by the Company and, in each case specified in clauses (i) through (iii) aboveassuming due authentication and delivery by the Trustee, upon a written order constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity) and entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such Series Outstanding and, if the authentication and delivery relates to a new Series of Securities created by an indenture supplemental hereto, also stating that all laws and requirements with respect to the form and execution by the Company of the supplemental indenture with respect to that Series of Securities have been complied with, the Company has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity). The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee's own immunities under the Securities and this Indenture. Unless otherwise provided in the form of an Officer's Certificate of the Company (an "Authentication Order"). Such Officer's Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedSecurity for any Series, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes all Securities shall be dated the date of their authentication. No Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunder.

Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of the Company an Issuer shall bind the Companysuch Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $400,000,000 and 620 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company not to exceed $200,000,000 Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer's Certificate of each of the Company Issuers (an "Authentication Order"). Such Officer's Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the "CUSIP," "ISIN," "Common Code" or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of the Company either Issuer shall bind the Companysuch Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $400,000,000 200,000,000 and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company not to exceed $200,000,000 Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer's Certificate of the Company Issuers (an "Authentication Order"). Such Officer's Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Authentication and Delivery and Dating. The ------------------------------------------------- Notes shall be executed on behalf of the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a the proper Officer Officers of the Company either Issuer shall bind the Companysuch Issuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $400,000,000 100,000,000 and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company not to exceed $200,000,000 Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer's Certificate of the Company Issuers (an "Authentication Order"). Such Officer's Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer its chairman of the CompanyBoard of Directors, its chief executive officer, its president, its chief financial officer or one of its executive vice presidents or senior vice presidents, in each case, attested by its secretary or one of its assistant secretaries. The signature of such Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a the proper Officer Officers of the Company shall bind the Company, notwithstanding that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office at offices on the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $400,000,000 and 150,000,000, (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company not to exceed $200,000,000 and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer's Officers' Certificate of the Company (an "Authentication OrderAUTHENTICATION ORDER"). Such Officer's Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Certificated Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) by one Officer its chairman of the CompanyBoard of Directors, its chief executive officer, its president, or one of its executive vice presidents or senior vice presidents, in each case, attested by its Secretary or one of its assistant secretaries. The signature of such Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a the proper Officer Officers of the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) shall bind the CompanyCompany (or Select Medical Escrow prior to the Select Medical Escrow Merger), notwithstanding that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) may deliver Notes executed by the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $400,000,000 175,000,000 and (ii) following the Select Medical Escrow Merger, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company not to exceed $200,000,000 and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company (or Select Medical Escrow, as the case may be) in the form of an Officer's Officers' Certificate of the Company (or Select Medical Escrow, as the case may be) (an "Authentication Order"). Such Officer's Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company (or Select Medical Escrow, as the case may be) may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.