Co-Managers. Except as otherwise provided in Section 2.6(v), if at any time during the Period of Duration, the Members by Vote shall determine to have more than one Manager, the Managers shall be elected pursuant to the provisions of Section 612 and shall be subject to removal pursuant to the provisions of Section 614. Each Manager shall also have the right to resign provided in Section 614, and any vacancy in a Manager position shall be filled pursuant to the provisions of Section 615. The following provisions of this Section 62 shall govern the manner in which the Managers shall manage the Business of the LLC if the Members have elected more than one Manager.
Co-Managers. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The Issuer has filed a Registration Statement (File Nos. 333-161829 and 333-170580), including a short form base shelf prospectus dated November 20, 2009, as amended by amendment No. 1 dated November 12, 2010 with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and documents incorporated by reference therein that the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or by visiting the Canadian system for electronic document analysis and retrieval (SEDAR) website at www.sedar.com. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (1) BNP Paribas Securities Corp. toll-free at 1-800-854-5674, (2) RBC Capital Markets, LLC toll-free at 1-866-375-6829, or (3) Scotia Capital (USA) Inc. toll free at 1-800-372-3930.
Co-Managers. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer or any underwriter participating in the offering will arrange to send you the prospectus if you request it by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 by calling toll-free at(866) 803-9204. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. C-3 Annex D COVANTA HOLDING CORPORATION CHIEF FINANCIAL OFFICER’S CERTIFICATE March 2, 2017 Reference is made to the Underwriting Agreement, dated as of March 2, 2017, between Covanta Holding Corporation, a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, as representative of the several underwriters listed in Schedule 1 thereto (the “Underwriting Agreement”), in connection with the offering and sale by the Company of $400,000,000 aggregate principal amount of its 5.875% Senior Notes due 2025 (the “Securities”). Capitalized terms used herein without definition have the meanings assigned to them in the Underwriting Agreement. Pursuant to Section 6(o) of the Underwriting Agreement, the undersigned, Bradford J. Helgeson, the duly elected and appointed Executive Vice President and Chief Financial Officer of the Company, in connection with the offering and sale by the Securities, does HEREBY CERTIFY as follows: