Common use of Execution and Authentication; Appointment of Authenticating Agent Clause in Contracts

Execution and Authentication; Appointment of Authenticating Agent. The Notes shall be executed on behalf of the Company by one or more Officers of the Company. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $350,000,000, (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) subject to compliance with Section 4.11 hereof, one or more series of Notes for original issue after the Issue Date (such Notes to be substantially in the form of Exhibit A or B hereto, as the case may be) in an unlimited amount (and if in the form of Exhibit A hereto the same principal amount of Exchange Notes in exchange therefor upon consummation of a registered exchange offer), in each case upon written orders of the Company in the form of an Officers' Certificate, which Officers' Certificate shall, in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Section 4.11 hereof. In addition, each such Officers' Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes or Notes issued under clause (iii) of the preceding sentence and the aggregate principal amount of Notes outstanding on the date of authentication. Such Notes shall initially be in the form of one or more Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Notes to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or Notes or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depository's instruction. The Notes shall be issuable only in definitive, fully registered form without coupons and only in minimum denominations of $1,000 and integral multiples thereof. The Trustee, with the approval of the Company, may appoint an authenticating agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent, and shall comply with this Indenture. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate.

Execution and Authentication; Appointment of Authenticating Agent. The Notes shall be executed on behalf of the Company by one or more Officers of the Company. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $350,000,000375,000,000, (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) subject to compliance with Section 4.11 hereof, one or more series of Notes for original issue after the Issue Date (such Notes to be substantially in the form of Exhibit A or B hereto, as the case may be) in an unlimited amount (and if in the form of Exhibit A hereto the same principal amount of Exchange Notes in exchange therefor upon consummation of a registered exchange offer), in each case upon written orders of the Company in the form of an Officers' Certificate, which Officers' Certificate shall, in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Section 4.11 hereof. In addition, each such Officers' Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes or Notes issued under clause (iii) of the preceding sentence and the aggregate principal amount of Notes outstanding on the date of authentication. Such Notes shall initially be Except as provided in the form of one or more Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount ofsection 2.01(d), the Notes to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or Notes or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depository's instruction. The Notes shall be issuable only in definitive, fully registered form without coupons and only in minimum denominations of $1,000 and integral multiples thereof. The Trustee, with the approval of the Company, may appoint an authenticating agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent, and shall comply with this Indenture. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate.

Execution and Authentication; Appointment of Authenticating Agent. The Notes shall be executed on behalf of the Company by one or more Officers of the Company. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed of $350,000,0001,000,000,000, (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and Notes, (iii) subject any other Notes that have been executed by the Company in order to compliance effect any transfer or exchange in accordance with Section 4.11 hereof, one or more series the provisions of SECTION 2.15 and (iv) any additional Initial Notes for original issue issued by the Company after the Issue Date pursuant to the next sentence of this paragraph. Initial Notes need not be issued at one time and, unless otherwise provided, Initial Notes may also be issued by the Company and authenticated and delivered under this Indenture after the Issue Date on the same terms and conditions (such Notes to be substantially in other than the form of Exhibit A or B hereto, Issue Date and the issue price) and with the same CUSIP number as the case may be) Initial Notes issued on the Issue Date and in an unlimited amount (and if in aggregate principal amount, together with the form of Exhibit A hereto Initial Notes issued on the same principal amount of Exchange Notes in exchange therefor upon consummation of a registered exchange offer)Issue Date, in each case upon written orders of the Company in the form of an Officers' Certificate, which Officers' Certificate shall, in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Section 4.11 hereof. In addition, each such Officers' Certificate shall specify exceeding the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes or Notes issued under set forth in clause (iii) of the preceding sentence and the aggregate principal amount of Notes outstanding on the date of authentication. Such Notes shall initially be in the form of one or more Global Notes, which (i) shall represent, and shall be denominated above. Except as provided in an amount equal to the aggregate principal amount ofSECTION 2.01(D), the Notes to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or Notes or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depository's instruction. The Notes shall be issuable only in definitive, fully registered form without coupons and only in minimum denominations of $1,000 and integral multiples thereof. The Trustee, with the approval of the Company, may appoint an authenticating agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent, and shall comply with this Indenture. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate.

Execution and Authentication; Appointment of Authenticating Agent. The Notes shall be executed on behalf of the Company by one or more Officers of the Company. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $350,000,000375,000,000, (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) subject to compliance with Section 4.11 hereof, one or more series of Notes for original issue after the Issue Date (such Notes to be substantially in the form of Exhibit A or B hereto, as the case may be) in an unlimited amount (and if in the form of Exhibit A hereto the same principal amount of Exchange Notes in exchange therefor upon consummation of a registered exchange offer), in each case upon written orders of the Company in the form of an Officers' ’ Certificate, which Officers' ’ Certificate shall, in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Section 4.11 hereof. In addition, each such Officers' ’ Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes or Notes issued under clause (iii) of the preceding sentence and the aggregate principal amount of Notes outstanding on the date of authentication. Such Notes shall initially be Except as provided in the form of one or more Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount ofsection 2.01(d), the Notes to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or Notes or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depository's instruction. The Notes shall be issuable only in definitive, fully registered form without coupons and only in minimum denominations of $1,000 and integral multiples thereof. The Trustee, with the approval of the Company, may appoint an authenticating agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent, and shall comply with this Indenture. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate.

Execution and Authentication; Appointment of Authenticating Agent. The Notes shall be executed on behalf of the Company by one or more Officers of the Company. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial 2006 Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $350,000,000200,000,000, (ii) Initial 2011 Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $400,000,000, (iii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial 2006 Notes and Initial 2011 Notes and (iiiiv) subject to compliance with Section 4.11 hereof, one or more series of any other Notes for original issue after the Issue Date (such Notes to be substantially in the form of Exhibit A or B hereto, as the case may be) in an unlimited amount (and if in the form of Exhibit A hereto the same principal amount of Exchange Notes in exchange therefor upon consummation of a registered exchange offer), in each case upon written orders of that have been executed by the Company in order to effect any transfer or exchange in accordance with the form provisions of an Officers' Certificate, which Officers' Certificate shall, SECTION 2.15. Except as provided in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Section 4.11 hereof. In addition, each such Officers' Certificate shall specify the amount of Notes to be authenticatedSECTION 2.01(D), the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes or Notes issued under clause (iii) of the preceding sentence and the aggregate principal amount of Notes outstanding on the date of authentication. Such Notes shall initially be in the form of one or more Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Notes to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or Notes or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depository's instruction. The Notes shall be issuable only in definitive, fully registered form without coupons and only in minimum denominations of $1,000 and integral multiples thereof. The Trustee, with the approval of the Company, may appoint an authenticating agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent, and shall comply with this Indenture. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate.

Execution and Authentication; Appointment of Authenticating Agent. The Notes shall be executed on behalf of the Company by one or more Officers of the Company. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $350,000,000, (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) subject to compliance with Section 4.11 hereof, one or more series of Notes for original issue after the Issue Date (such Notes to be substantially in the form of Exhibit A or B hereto, as the case may be) in an unlimited amount (and if in the form of Exhibit A hereto the same principal amount of Exchange Notes in exchange therefor upon consummation of a registered exchange offer), in each case upon written orders of the Company in the form of an Officers' ’ Certificate, which Officers' ’ Certificate shall, in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Section 4.11 hereof. In addition, each such Officers' ’ Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes or Notes issued under clause (iii) of the preceding sentence and the aggregate principal amount of Notes outstanding on the date of authentication. Such Notes shall initially be in the form of one or more Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Notes to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or Notes or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depository's ’s instruction. The Notes shall be issuable only in definitive, fully registered form without coupons and only in minimum denominations of $1,000 and integral multiples thereof. The Trustee, with the approval of the Company, may appoint an authenticating agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent, and shall comply with this Indenture. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate.

Execution and Authentication; Appointment of Authenticating Agent. The Notes shall be executed on behalf of the Company by one or more Officers of the Company. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed of $350,000,0001,000,000,000, (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and Notes, (iii) subject any other Notes that have been executed by the Company in order to compliance effect any transfer or exchange in accordance with the provisions of Section 4.11 hereof, one or more series of 2.15 and (iv) any additional Initial Notes for original issue issued by the Company after the Issue Date pursuant to the next sentence of this paragraph. Initial Notes need not be issued at one time and, unless otherwise provided, Initial Notes may also be issued by the Company and authenticated and delivered under this Indenture after the Issue Date on the same terms and conditions (such Notes to be substantially in other than the form of Exhibit A or B hereto, Issue Date and the issue price) and with the same CUSIP number as the case may be) Initial Notes issued on the Issue Date and in an unlimited amount (and if in aggregate principal amount, together with the form of Exhibit A hereto Initial Notes issued on the same principal amount of Exchange Notes in exchange therefor upon consummation of a registered exchange offer)Issue Date, in each case upon written orders of the Company in the form of an Officers' Certificate, which Officers' Certificate shall, in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Section 4.11 hereof. In addition, each such Officers' Certificate shall specify exceeding the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes or Notes issued under set forth in clause (iii) of the preceding sentence and the aggregate principal amount of Notes outstanding on the date of authentication. Such Notes shall initially be in the form of one or more Global Notes, which (i) shall represent, and shall be denominated above. Except as provided in an amount equal to the aggregate principal amount ofSection 2.01(d), the Notes to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or Notes or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depository's instruction. The Notes shall be issuable only in definitive, fully registered form without coupons and only in minimum denominations of $1,000 and integral multiples thereof. The Trustee, with the approval of the Company, may appoint an authenticating agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent, and shall comply with this Indenture. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate.

Execution and Authentication; Appointment of Authenticating Agent. The Notes shall be executed on behalf of the Company by one or more Officers of the Company. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial 2006 Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $350,000,000200,000,000, (ii) Initial 2011 Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $400,000,000, (iii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial 2006 Notes and Initial 2011 Notes and (iiiiv) subject to compliance with Section 4.11 hereof, one or more series of any other Notes for original issue after the Issue Date (such Notes to be substantially in the form of Exhibit A or B hereto, as the case may be) in an unlimited amount (and if in the form of Exhibit A hereto the same principal amount of Exchange Notes in exchange therefor upon consummation of a registered exchange offer), in each case upon written orders of that have been executed by the Company in order to effect any transfer or exchange in accordance with the form provisions of an Officers' Certificate, which Officers' Certificate shall, Section 2.15. Except as provided in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Section 4.11 hereof. In addition, each such Officers' Certificate shall specify the amount of Notes to be authenticated2.01(d), the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes or Notes issued under clause (iii) of the preceding sentence and the aggregate principal amount of Notes outstanding on the date of authentication. Such Notes shall initially be in the form of one or more Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Notes to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or Notes or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depository's instruction. The Notes shall be issuable only in definitive, fully registered form without coupons and only in minimum denominations of $1,000 and integral multiples thereof. The Trustee, with the approval of the Company, may appoint an authenticating agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent, and shall comply with this Indenture. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate.