Common use of Countersignature and Delivery Clause in Contracts

Countersignature and Delivery. Subject to the second paragraph of Section 4, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registered. Upon the receipt by the Warrant Agent of a written order of the Company, which order shall be signed manually by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President , any Executive or Senior Vice President , or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Company, and shall specify the number of Warrants to be countersigned, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 hereof, to countersign the Warrant Certificates and make them available for delivery. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory.

Countersignature and Delivery. Subject to the second ----------------------------- paragraph of Section 4, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registered. Upon the receipt by the Warrant Agent of a written order of the Company, which order shall be signed manually by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President , any Executive or Senior Vice President , or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Company, and shall specify the number of Warrants to be countersigned, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 hereof, to countersign the Warrant Certificates and make them available for delivery. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory.

Countersignature and Delivery. Subject to the second paragraph of Section 4immediately following paragraph, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registeredregistered in the Warrant Register. Upon the receipt by the Warrant Agent of a written order of the CompanyCompany set forth in an Officers' Certificate, which order shall be signed manually by, or bear specifying the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President , any Executive or Senior Vice President , or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Company, and shall specify the number amount of Warrants to be countersigned, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without any further action by the Company, the Warrant Agent is authorized, to countersign the Warrant Certificates upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 2.2 hereof, to countersign and deliver them, without any further action by the Warrant Certificates and make them available for deliveryCompany. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person Person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons Persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person Person is not such an authorized signatory. The Warrant Agent's countersignature on all Warrant Certificates shall be in substantially the form set forth in Exhibits A and B hereto.

Countersignature and Delivery. Subject to the second paragraph of Section 4immediately following paragraph, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registeredregistered in the Warrant Register (as defined below). Upon the receipt by the Warrant Agent of a written order of the Company, which order shall be signed manually by, or bear the facsimile signature of, the by its Chairman of the Board, the Chief Executive Officer, the Board or its President , any Executive or Senior a Vice President , or any Vice President (whether or not designated and by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, its Secretary or any an Assistant Secretary of the CompanySecretary, and shall specify the number amount of Warrants to be countersigned, whether the Warrants are to be Global Warrants or Definitive Warrants, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without , without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 hereof, to countersign the Warrant Certificates and make them available for deliveryupon the holder's request deliver them. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the CompanyCompany or the Warrant Agent, such Warrant Certificate nevertheless may be delivered or disposed of as though the person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Warrant Agent's countersignature on all Warrant Certificates shall be in substantially the form set forth in Exhibit A-1 or Exhibit A-2 hereto, as applicable.

Countersignature and Delivery. Subject to the second paragraph of Section 4following paragraph, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registeredregistered in the Warrant Register (as defined in Section 2.7). Upon the receipt by the Warrant Agent of a written order of the Company, which order shall be signed manually by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President , any Executive or Senior Vice President , or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Company, Company set forth in an Officers’ Certificate and shall specify the number amount of Warrants to be countersigned, whether the Warrants are to be Global Warrants or Definitive Warrants, the date of such Warrants, the names, addresses and tax identification numbers, if any, of those Persons in whose name such Warrants shall be registered, and such other information as is necessary or as the Warrant Agent may reasonably request. Without , without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the aforementioned Officers’ Certificate and the Warrant Certificates, duly executed as provided in Section 4 hereof2.3, to countersign countersign, if applicable, the Warrant Certificates and make them available for deliverydeliver them. Such Any such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person Person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons Persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person Person is not such an authorized signatory. The Warrant Agent’s countersignature on all Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Countersignature and Delivery. Subject to the second paragraph of Section 4immediately ----------------------------- following paragraph, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registeredregistered in the Warrant Register. Upon the receipt by the Warrant Agent of a written order of the CompanyCompany set forth in an Officers' Certificate, which order shall be signed manually by, or bear specifying the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President , any Executive or Senior Vice President , or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Company, and shall specify the number amount of Warrants to be countersigned, whether the Warrants are to be Global Warrants or Definitive Warrants, whether the Warrants are to bear the Private Placement Legend set forth in Section 2.5, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without any further action by the Company, the Warrant Agent is authorized, authorized to countersign the Warrant Certificates upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 2.2 hereof, to countersign and deliver them, without any further action by the Warrant Certificates and make them available for deliveryCompany. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person Person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons Persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person Person is not such an authorized signatory. The Warrant Agent's countersignature on all Warrant Certificates shall be in substantially the form set forth in Exhibit A and B hereto.

Countersignature and Delivery. Subject to the second paragraph of Section 4immediately following paragraph, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registeredregistered in the Warrant Register (as defined in Section 1.07 hereof). Upon the receipt by the Warrant Agent of a written order of the Company, which order shall be signed manually by, or bear the facsimile signature of, by the Chairman of the Boardits Board of Directors, the Chief Executive Officer, the its President , any Executive or Senior Vice President , or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, its Secretary or any Assistant Secretary of the CompanySecretary, and shall specify the number amount of Warrants to be countersignedauthenticated, whether the Warrants are to be Global Warrants or Definitive Warrants, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without , without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 1.03 hereof, to countersign the Warrant Certificates and upon the holder's request to make them available for delivery. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the CompanyCompany or the Warrant Agent, such Warrant Certificate nevertheless may be delivered or disposed of as though the person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons as, at the actual time of countersignature authentication of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Warrant Agent's countersignature on all Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Countersignature and Delivery. Subject to the second paragraph of Section 4immediately following paragraph, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registeredregistered in the Warrant Register (as defined in Section 2.7 hereof). Upon the receipt by the Warrant Agent of a written order of two officers of the Company, which order shall be signed manually byby the chairman of its Board of Directors, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President , any Executive or Senior Vice President , its president or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") vice president and attested by the manual its secretary or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Companyassistant secretary, and shall specify the number amount of Warrants to be countersigned, whether the Warrants are to be Global Warrants or Definitive Warrants, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without , without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 2.3 hereof, to countersign the Warrant Certificates and make them available for deliverydeliver them. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person Person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons Persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person Person is not such an authorized signatory. The Warrant Agent's countersignature on all Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Countersignature and Delivery. Subject to the second paragraph of Section 4, The Warrant Certificates shall be countersigned by the Warrant Agent by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registered. Upon the receipt by the Warrant Agent of a written order of the Company, which order shall be signed manually by, or bear the facsimile signature of, the Chairman of the Board, Board or the Chief Executive Officer, Officer or the President , any or Executive or Senior Vice President , or any Vice President (whether or not designated by a number or number of words added before or after the title "“Vice President"”) and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Officer or Treasurer or Assistant Treasurer, Treasurer or Secretary or any Assistant Secretary of the Company, and shall specify the number of Warrants to be countersigned, whether the Warrants are to be Global Warrants or Definitive Warrants, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 hereof, to countersign the Warrant Certificates and make them available for deliverydeliver them. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Companyhave been issued and delivered, such Warrant Certificate nevertheless may be issued and delivered or disposed of as though the person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any . Any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory.

Countersignature and Delivery. Subject to the second paragraph of Section 4following paragraph, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registeredregistered in the Warrant Register (as defined in Section 2.7). Upon the receipt by the Warrant Agent of a written order of the CompanyCompany set forth in an Officers’ Certificate, which order shall be signed manually byby the chairman of its Board of Directors, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President , any Executive or Senior Vice President , its president or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") vice president and attested by the manual its secretary or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Companyassistant secretary, and shall specify the number amount of Warrants to be countersigned, whether the Warrants are to be Global Warrants or Definitive Warrants, the date of such Warrants, the names, addresses and tax identification numbers, if any, of those Persons in whose name such Warrants shall be registered, and such other information as is necessary or as the Warrant Agent may reasonably request. Without , without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the aforementioned officers’ certificate and the Warrant Certificates, duly executed as provided in Section 4 hereof2.3, to countersign countersign, if applicable, the Warrant Certificates and make them available for deliverydeliver them. Such Any such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person Person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons Persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person Person is not such an authorized signatory. The Warrant Agent’s countersignature on all Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Countersignature and Delivery. Subject to the second paragraph of Section 4, The Warrant Certificates shall be countersigned by the Warrant Agent by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registered. Upon the receipt by the Warrant Agent of a written order of the Company, which order shall be signed manually by, or bear the facsimile signature of, the Chairman of the Board, Board or the Chief Executive Officer, Officer or the President , any or an Executive Vice President or a Senior Vice President , or any other Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Officer or Treasurer or Assistant Treasurer, Treasurer or Secretary or any Assistant Secretary of the Company, and shall specify the number of Warrants to be countersigned, whether the Warrants are to be Global Warrants or Definitive Warrants, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 hereof, to countersign the Warrant Certificates and make them available for deliverydeliver them. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Companyhave been issued and delivered, such Warrant Certificate nevertheless may be issued and delivered or disposed of as though the person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any . Any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory.

Countersignature and Delivery. Subject to the second paragraph of Section 4immediately following paragraph, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registeredregistered in the Warrant Register. Upon the receipt by the Warrant Agent of a written order of the CompanyCompany set forth in an Officers' Certificate, which order shall be signed manually by, or bear specifying the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President , any Executive or Senior Vice President , or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Company, and shall specify the number amount of Warrants to be countersigned, whether the Warrants are to be Global Warrants or Definitive Warrants, whether the Warrants are to bear the Private Placement Legend set forth in Section 2.5, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without any further action by the Company, the Warrant Agent is authorized, to countersign the Warrant Certificates upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 2.2 hereof, to countersign and deliver them, without any further action by the Warrant Certificates and make them available for deliveryCompany. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such an authorized signatory before the Warrant Certificate shall be disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person Person who countersigned such Warrant Certificate had not ceased to be such an authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons Persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person Person is not such an authorized signatory. The Warrant Agent's countersignature on all Warrant Certificates shall be in substantially the form set forth in Exhibit A and B hereto.

Countersignature and Delivery. Subject to the second paragraph of Section 4immediately following paragraph, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registeredregistered in the Warrant Register (as defined in Section 2.7 hereof). Upon the receipt by the Warrant Agent of a written order of the Companyan officer of Parent, which order shall be signed manually by, or bear the facsimile signature of, by the Chairman of the Boardits Board of Directors, the Chief Executive Officer, the its President , any Executive or Senior Vice President , or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, its Secretary or any Assistant Secretary of the CompanySecretary, and shall specify the number amount of Warrants to be countersigned, whether the Warrants are to be Global Warrants or Definitive Warrants, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without , without any further action by the CompanyParent, the Warrant Agent is authorized, upon receipt from the Company Parent at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 2.4 hereof, to authenticate, countersign and deliver the Warrant Certificates and make them available for deliveryCertificates. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such an authorized signatory before the Warrant Certificate shall be disposed of by the CompanyParent, such Warrant Certificate nevertheless may be delivered or disposed of as though the person Person who countersigned such Warrant Certificate had not ceased to be such an authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons Persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person Person is not such an authorized signatory.

Countersignature and Delivery. Subject to the second paragraph of ----------------------------- Section 4, Warrant Certificates shall be countersigned by manual signature and dated the date of countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned and dated. The Warrant Certificates shall be numbered and shall be registered. Upon the receipt by the Warrant Agent of a written order of the Company, which order shall be signed manually by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President President, any Executive or Senior Vice President President, or any Vice President (whether or not designated by a number or number of words added before or after the title "Vice President") and attested by the manual or facsimile signature of the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Company, and shall specify the number of Warrants to be countersigned, the date of such Warrants and such other information as is necessary or as the Warrant Agent may reasonably request. Without any further action by the Company, the Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Warrant Certificates, duly executed as provided in Section 4 hereof, to countersign the Warrant Certificates and make them available for delivery. Such countersignature shall be by a duly authorized signatory of the Warrant Agent (although it shall not be necessary for the same signatory to sign all Warrant Certificates). In case any authorized signatory of the Warrant Agent who shall have countersigned any of the Warrant Certificates shall cease to be such authorized signatory before the Warrant Certificate shall be disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person who countersigned such Warrant Certificate had not ceased to be such authorized signatory of the Warrant Agent; and any Warrant Certificate may be countersigned on behalf of the Warrant Agent by such persons as, at the actual time of countersignature of such Warrant Certificates, shall be the duly authorized signatories of the Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory.