Common use of Execution, Authentication, Dating and Delivery Clause in Contracts

Execution, Authentication, Dating and Delivery. The Securities shall be executed by two Officers of the Company. The signature of these Officers on the Securities may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee or authenticating agent authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order, and the Trustee or an authenticating agent shall authenticate for original issue Securities in the aggregate principal amount specified in such Company Order; provided, that the Trustee shall be entitled to receive the Board Resolution establishing the form and terms of the Securities of the series pursuant to Section 3.01, if applicable, an Officers’ 11 Certificate of the Company and an Opinion of Counsel in connection with such authentication of Securities. Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding the provisions of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to the immediately preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued. The Trustee may appoint an authenticating agent to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. Each Security shall be dated the date of its authentication.

Execution, Authentication, Dating and Delivery. The Securities shall be executed by two Officers of the Company. The signature of these Officers on the Securities may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee or authenticating agent authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order, and the Trustee or an authenticating agent shall authenticate for original issue Securities in the aggregate principal amount specified in such Company Order; provided, that the Trustee shall be entitled to receive the Board Resolution establishing the form and terms of the Securities of the series pursuant to Section Sections 2.01 and 3.01, if applicable, an Officers’ 11 Officer’s Certificate of the Company and an Opinion of Counsel Counsel, in each case pursuant to Section 14.03, in connection with such authentication of Securities. Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding the provisions of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution, Officers’ Officer’s Certificate and Opinion of Counsel otherwise required pursuant to the immediately preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued. The Trustee may appoint an authenticating agent to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. Each Security shall be dated the date of its authentication.