Common use of Execution and Authentications Clause in Contracts

Execution and Authentications. The Securities shall be signed on behalf of the Company by any member of the Board of Directors of the Company or by both (a) its president, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. In the case of Definitive Securities, such signatures may be imprinted or otherwise reproduced on such Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually substantially in the form of Exhibit A-1 or A-2 hereto, as applicable, by an authorized signatory of the Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. On the Issue Date, the Trustee shall, upon written order of the Company for the authentication and delivery of the Initial Securities of any series, signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Securities of such series. In addition, at any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional Securities or Exchange Securities of any series executed by the Company to the Trustee for authentication, together with an Authentication Order, and the Trustee in accordance with such written order shall authenticate and deliver such Additional Securities or Exchange Securities of such series.

Execution and Authentications. The Securities shall be signed on behalf of the Company by any member of the Board of Directors of the Company or by both (a) its president, chief financial officer or any vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. In the case of Definitive SecuritiesSecurities of any series, such signatures may be imprinted or otherwise reproduced on such Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually substantially in the form of Exhibit A-1 or A-2 hereto, as applicable, by an authorized signatory of the Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. On the Issue Date, the Trustee shall, upon written order of the Company for the authentication and delivery of the Initial Securities of any series, signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Securities of such series. In addition, at At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional Securities or Exchange Securities of any series executed by the Company Company, with the form of Guarantee thereon executed by any Guarantor thereof, if applicable, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Additional Securities. Notwithstanding the provisions of Section 2.01 and the preceding paragraph, in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with an Authentication Order or Exchange such other procedures acceptable to the Trustee as may be specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to a Periodic Offering, the Trustee conclusively may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the written order of the Company, Opinion of Counsel, Officer’s Certificate and other documents delivered pursuant to this Section 2.04 at or prior to the time of the first authentication of Securities of such series unless and until such written order, Opinion of Counsel, Officer’s Certificate or other documents have been superseded or revoked, and written notice thereof is provided to Trustee, or expire by their terms.

Execution and Authentications. The Securities shall be signed on behalf of the Company by any member of the Board of Directors of the Company or by both (a) its president, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurertwo Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be an Officer of the Company. In the case of Definitive SecuritiesSecurities of any series, such signatures may be imprinted or otherwise reproduced on such Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually substantially in the form of Exhibit A-1 or A-2 hereto, as applicable, by an authorized signatory of the Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. On the Issue Date, the Trustee shall, upon written order of the Company for the authentication and delivery of the Initial Securities of any series, signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Securities of such series. In addition, at At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional Securities or Exchange Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer (an "Authentication Order"), and the Trustee in accordance with such written order shall authenticate and deliver such Additional Securities or Exchange Securities of such seriesSecurities.

Execution and Authentications. The Securities shall be signed on behalf of the Company by any member of the Board of Directors of the Company two managing directors or by both (a) the chairman of its presidentBoard of Directors, chief financial officer any vice chairman of its Board of Directors, its president or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. In the case of Definitive SecuritiesSecurities of any series, such signatures may be imprinted or otherwise reproduced on such Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually substantially in the form of Exhibit A-1 or A-2 hereto, as applicable, by an authorized signatory of the Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. On the Issue Date, the Trustee shall, upon written order of the Company for the authentication and delivery of the Initial Securities of any series, signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Securities of such series. In addition, at At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional Securities or Exchange Securities of any series executed by the Company Company, and, if applicable, endorsed by Tyco, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Additional Securities or Exchange Securities of such seriesSecurities.

Execution and Authentications. The Securities shall be signed on behalf of the Company by any member of the Board of Directors of the Company or by both (a) its president, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. In the case of Definitive SecuritiesSecurities of any series, such signatures may be imprinted or otherwise reproduced on such Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually substantially in the form of Exhibit A-1 or A-2 hereto, as applicable, by an authorized signatory of the Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. On the Issue Date, the Trustee shall, upon written order of the Company for the authentication and delivery of the Initial Securities of any series, signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Securities of such series. In addition, at At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional Securities or Exchange Securities of any series executed by the Company Company, with the form of Guarantee, if applicable, thereon executed by any Guarantor thereof, if applicable, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Additional Securities. Notwithstanding the provisions of Section 2.01 and the preceding paragraph, in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with an Authentication Order or Exchange such other procedures acceptable to the Trustee as may be specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to a Periodic Offering, the Trustee conclusively may rely and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (b) an executed supplemental indenture, if any; (c) an Officer’s Certificate delivered in accordance with Section 15.06; and (d) an Opinion of Counsel which shall state: (1) that the form of such Securities has been established by a supplemental indenture, by or pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 or, with respect to the Offered Securities, by the terms of this Indenture, and in conformity with the provisions of this Indenture; (2) that the terms of such Securities have been established in accordance with Section 2.01 or, with respect to the Offered Securities, Section 2.17, and in conformity with the other provisions of this Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Securityholders.

Execution and Authentications. (a) Section 2.04 of the Base Indenture shall be modified with respect to the Notes as follows: The Securities shall be signed on behalf of the Company by any member of the Board of Directors of the Company or by both (a) its president, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. In the case of Definitive SecuritiesSecurities of any series, such signatures may be imprinted or otherwise reproduced on such Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually substantially in the form of Exhibit A-1 or A-2 hereto, as applicable, by electronic signature by an authorized signatory of the Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. On the Issue Date, the Trustee shall, upon written order of the Company for the authentication and delivery of the Initial Securities of any series, signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Securities of such series. In addition, at At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional Securities or Exchange Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Additional Securities. Notwithstanding the provisions of Section 2.01 and the preceding paragraph, in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with instructions or Exchange such other procedures acceptable to the Trustee as may be specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the written order of the Company, Opinion of Counsel, Officer’s Certificate and other documents delivered pursuant to this Section 2.04 at or prior to the time of the first authentication of Securities of such series unless and until such written order, Opinion of Counsel, Officer’s Certificate or other documents have been superseded or revoked or expire by their terms.