Common use of Execution Completion Authentication and Delivery Clause in Contracts

Execution Completion Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by one or more officers of the Issuer authorized to do so pursuant to one or more resolutions of the Issuer, whose signatures may be manual or facsimile (an "Authorized Officer"). Notes bearing the manual or facsimile signature of an Authorized Officer shall bind the Issuer, notwithstanding that such person no longer serves as the official so authorized to execute the Notes prior to the authentication and delivery of the Notes or was not such an official at the date of execution of such Notes. The Global Agent shall have no responsibility to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on the Notes, or to determine whether any facsimile or manual signature is genuine. (b) From time to time the Issuer shall furnish the Global Agent with a certificate of the Issuer, substantially in the form of Exhibit C hereto, certifying the incumbency and specimen signatures of each Authorized Officer of the Issuer (the "Incumbency Certificate"). Until the Global Agent receives a subsequent Incumbency Certificate, the Global Agent shall be entitled to rely on the last such Incumbency Certificate delivered to it for purposes of determining who is an Authorized Officer. (c) The Global Agent shall authenticate and deliver the Notes, each substantially in the forms attached hereto. (d) The Global Agent shall hold on deposit each DTC Note executed and authenticated as provided in this Section 3(d) as DTC Custodian. Upon issuance of any Common Depository Note to be held on deposit by the Global Agent, the Registrar or its duly appointed agent shall record the name of Cede & Co. as the nominee of the Common Depositary as the registered Holder of such Common Depository Note. Upon issuance of any DTC Note to be held on deposit by the Global Agent as custodian for the benefit of DTC, the Registrar or its duly appointed agent shall record Cede & Co. as the nominee of DTC as the registered Holder of such DTC Note. (e) The Notes are subject to early redemption by the Issuer as set forth in Section

Execution Completion Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by one or more officers of the Issuer authorized to do so pursuant to one or more resolutions of the Issuer, whose signatures may be manual or facsimile (an "Authorized Officer"). Notes bearing the manual or facsimile signature of an Authorized Officer shall bind the Issuer, notwithstanding that such person no longer serves as the official so authorized to execute the Notes prior to the authentication and delivery of the Notes or was not such an official at the date of execution of such Notes. The Global Agent shall have no responsibility to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on the Notes, or to determine whether any facsimile or manual signature is genuine. (b) From time to time the Issuer shall furnish the Global Agent with a certificate of the Issuer, substantially in the form of Exhibit C hereto, certifying the incumbency and specimen signatures of each Authorized Officer of the Issuer (the "Incumbency Certificate"). Until the Global Agent receives a subsequent Incumbency Certificate, the Global Agent shall be entitled to rely on the last such Incumbency Certificate delivered to it for purposes of determining who is an Authorized Officer. (c) The Global Agent shall authenticate and deliver the Notes, each substantially in the forms attached hereto. (d) The Global Agent shall hold on deposit each DTC Note executed and authenticated as provided in this Section 3(d) as DTC Custodian. Upon issuance of any Common Depository Note to be held on deposit by the Global Agent, the Registrar or its duly appointed agent shall record the name of Cede & Co. as the nominee of the Common Depositary as the registered Holder of such Common Depository Note. Upon issuance of any DTC Note to be held on deposit by the Global Agent as custodian for the benefit of DTC, the Registrar or its duly appointed agent shall record Cede & Co. as the nominee of DTC as the registered Holder of such DTC Note. (e) The Notes are subject to early redemption by the Issuer as set forth in SectionArticle III of the Debt Agreement. If the Issuer elects to exercise the Early Redemption Option with respect to the Notes, the Issuer shall give written notice by an Authorized Officer of its intention to exercise such option to the Global Agent of the principal amount of the Notes to be so redeemed in accordance with the Terms applicable to such Note. At the request of the Issuer, the Global Agent shall cause notice of redemption to be given to the Holders in accordance with the notice requirements set forth in the Debt Agreement in the name of and at the expense of the Issuer.

Execution Completion Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by one or more officers of the Issuer authorized to do so pursuant to one or more resolutions of the Issuer, whose signatures may be manual or facsimile (an "Authorized Officer"). Notes bearing the manual or facsimile signature of an Authorized Officer shall bind the Issuer, notwithstanding that such person no longer serves as the official so authorized to execute the Notes prior to the authentication and delivery of the Notes or was not such an official at the date of execution of such Notes. The Global Agent shall have no responsibility to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on the Notes, or to determine whether any facsimile or manual signature is genuine. (b) From time to time the Issuer shall furnish the Global Agent with a certificate of the Issuer, substantially in the form of Exhibit C hereto, certifying the incumbency and specimen signatures of each Authorized Officer of the Issuer (the "Incumbency Certificate"). Until the Global Agent receives a subsequent Incumbency Certificate, the Global Agent shall be entitled to rely on the last such Incumbency Certificate delivered to it for purposes of determining who is an Authorized Officer. (c) The Global Agent shall authenticate and deliver the Notes, each substantially in the forms attached hereto. (d) The Global Agent shall hold on deposit each DTC Note executed and authenticated as provided in this Section 3(d) as DTC Custodian. Upon issuance of any Common Depository Note to be held on deposit by the Global Agent, the Registrar or its duly appointed agent shall record the name of Cede & Co. as the nominee of the Common Depositary as the registered Holder of such Common Depository Note. Upon issuance of any DTC Note to be held on deposit by the Global Agent as custodian for the benefit of DTC, the Registrar or its duly appointed agent shall record Cede & Co. as the nominee of DTC as the registered Holder of such DTC Note. (e) The Notes are subject to early redemption by the Issuer as set forth in SectionArticle III of the Debt Agreement. If the Issuer elects to exercise its early redemption option with respect to the Notes, the Issuer shall give written notice by an Authorized Officer of its intention to exercise such option to the Global Agent of the principal amount of the Notes to be so redeemed in accordance with the Terms applicable to such Note. At the request of the Issuer, the Global Agent shall cause notice of redemption to be given to the Holders in accordance with the notice requirements set forth in the Debt Agreement in the name of and at the expense of the Issuer.