Common use of Execution and Authentication; Additional Notes Clause in Contracts

Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid. (b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture. (c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver (i) Notes for original issue in the aggregate principal amount not to exceed $400,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated, (B) whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a qualified reopening under Treasury Regulations section 1.1275-2(k) or are issued with no original issue discount, or less than the de minimis amount of original issue discount, for U.S. federal income tax purposes.