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

Execution and Authentication; Exchange Notes; Additional Notes. The Notes shall be executed on behalf of the Issuer by one Officer of the Issuer. Delivery of an executed counterpart of a signature page to any Note by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”), including via ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and any other electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, shall be effective as delivery of a manually executed counterpart thereof. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture and the Issuer hereby confirms that such appointment is acceptable to it. Notes shall be issuable in denominations of $2,000 each and any integral multiple of $1,000 in excess thereof. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication. The Trustee will authenticate and deliver: (a) Initial Notes for original issue in aggregate principal amount not to exceed $800,000,000, in the case of the 2028 Notes, and $600,000,000, in the case of the 2033 Notes; (b) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuer; and (c) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Additional Notes, as the case may be, after the following conditions have been met:

Execution and Authentication; Exchange Notes; Additional Notes. (a) The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited; provided, that upon initial issuance on the date hereof the aggregate principal amount of Notes outstanding shall not exceed $250,000,000, except for Notes issued upon exchange or registration of transfer of other Notes as provided herein and except as provided in Section 2.04, 2.07 and 4.03. The Issuer may, without the consent of or notice to the Holders of Notes, issue Additional Notes from time to time in the future with the same terms, provisions and the same CUSIP number as the Initial Notes, except for any difference in issue price, Interest accrued prior to the issue date and first Interest Payment Date of those Additional Notes; provided, that such Additional Notes shall be executed treated as part of the same issue as and fungible with the Initial Notes for United States federal income tax purposes and shall carry the same right to receive accrued and unpaid Interest as the other Notes then outstanding; provided, however, that, notwithstanding the foregoing, (i) if the Additional Notes are not fungible with the Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number and (ii) if the Issuer has effected legal defeasance or covenant defeasance with respect to the Notes pursuant to Section 12.02 or has effected satisfaction and discharge with respect to the Notes pursuant to Section 12.01, no Additional Notes may be issued. The Initial Notes and any such Additional Notes shall constitute a single series of debt securities. and in circumstances in which the Indenture provides for the Holders of Notes to vote or take any action, the Holders of Initial Notes and any such Additional Notes will vote or take that action as a single class. (b) An Officer shall execute the Notes for the Issuer by facsimile or manual signature in the name and on behalf of the Issuer by one Officer of the Issuer. Delivery of an executed counterpart of a signature page to any Note by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”), including via ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and any other electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, shall be effective as delivery of a manually executed counterpart thereof. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticated, the Note will still be valid. (c) A Note will not be valid until the Trustee authenticates manually signs the certificate of authentication on the Note, with the Note shall be valid nevertheless. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in signature conclusive evidence that the form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding under the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture and the Issuer hereby confirms that such appointment is acceptable to it. Notes shall be issuable in denominations of $2,000 each and any integral multiple of $1,000 in excess thereof. . (d) At any time and from time to time after the execution and delivery of this the Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication. The Trustee will authenticate and deliver: (ai) Initial Notes for original issue in the aggregate principal amount not to exceed $800,000,000, in the case of the 2028 Notes, and $600,000,000, in the case of the 2033 Notes;250,000,000, (bii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuer; , and (ciii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, as the case may be, Notes 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 the Notes are to be authenticated, (B) whether the Notes are to be Initial Notes or, Additional Notes or Exchange Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 5, (D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and (E) other information the Issuer may determine to include or the Trustee may reasonably request. (2) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. (3) In the case of Exchange Notes, effectiveness of an Exchange Offer Registration Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). Initial Notes or Initial Additional Notes exchanged for Exchange Notes will be cancelled by the Trustee.