Common use of Authentication and Delivery Clause in Contracts

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board of directors, its president, its chief executive officer, its chief financial officer or any vice president and by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board of directors, its president, its chief executive officer, its chief financial officer or any vice president and by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit EXHIBIT A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual or facsimile signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board of directors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or an assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's ’s authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual or facsimile signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board of directors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or an assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board of directors, its president, its chief executive officer, its chief financial officer or any vice president and by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at At any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of after the execution and delivery of this Agreement Agreement, upon receipt of (i) Securities of any Series duly established pursuant to Section 1(a) and duly executed on behalf of the Corporation and (ii) a written order of the Corporation (a “Corporation Order”) for the authentication and delivery of such Securities signed on its behalf by any person authorized to so do by or pursuant to the Corporation Certificate, a Paying Agent shall authenticate and deliver such Securities in accordance with the terms of the Corporation Certificate and the Corporation Order, provided, however, that the aggregate amount of Securities of a Series authenticated by all Paying Agents for original issuance shall in no event exceed any limit thereon specified in the Corporation Certificate or the text of such Securities. Notwithstanding the foregoing provisions of this Section and of Section 1, if all Securities of a Series are not to be originally issued at one time, it shall not be necessary to deliver prior to the time of authentication of such Security of such Series (i) the Corporation Certificate otherwise required pursuant to Section 1 if such Corporation Certificate is so delivered at or prior to the first authentication and delivery upon original issuance of a Security of such Series or (ii) the Corporation Order otherwise required by this Section if a Corporation Order has already been so delivered with respect to Securities of such Series and of like tenor and such Corporation Order authorizes the subsequent authentication of Securities of such Series and tenor. A Paying Agent may, with the written consent of the Corporation, appoint by an instrument or instruments in writing one or more agents (which may include itself) for the authentication of Securities of a Series and, with such consent, vary or terminate any such person is not such an authorized signatoryappointment upon written notice and approve any change in the office through which any authenticating agent acts. The Preference Warrant Agent's authentication on all Preference Warrant Certificates Corporation may also terminate any such appointment at any time by written notice to each Paying Agent and the authenticating agent whose appointment is to be terminated. Each Paying Agent hereby agrees to solicit written acceptances from the entities concerned (in form and substance satisfactory to the Corporation) of such appointments. In its acceptance of such appointment, each such authenticating agent shall be in substantially agree to act as an authenticating agent pursuant to the form set forth in Exhibit A heretoterms and conditions of this Agreement and the text of the Securities of such Series.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board of directors, its president, its chief executive officer, its chief financial officer or any vice president and by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Fiscal Agent is authorized, upon receipt of Securities of a Series duly executed on behalf of the Republic for the purposes of the original issuance of Securities of such Series, together with an Authorization from the Company at any time and from time to time Republic for the authentication of the Preference Warrant Certificatessuch Securities, duly executed as provided in Section 1.03 hereof, (i) to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory said Securities in an aggregate principal amount not in excess of the Preference Warrant aggregate principal amount specified in the text of the Securities of such Series in accordance with the Authorization and to deliver the said Securities in accordance with the written order or orders of the Republic signed on its behalf by any person authorized by or pursuant to the Authorization and (ii) thereafter to authenticate and deliver Securities of such Series in accordance with the provisions therein or hereinafter set forth. Notwithstanding that such form or terms have been so established, the Fiscal Agent (although shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Fiscal Agency Agreement would adversely affect the Fiscal Agent’s own rights, duties or immunities under the Securities and this Fiscal Agency Agreement in a manner not reasonably acceptable to the Fiscal Agent. Notwithstanding the provisions of Section 1(b) and of the preceding paragraph, if all Securities of a Series are not to be originally issued at one time, it shall not be necessary for to deliver the same signatory order or orders otherwise required pursuant to sign all Preference Warrant Certificates). In case any authorized signatory of such preceding paragraph at or prior to the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of each Security of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although Series if such documents are delivered at or prior to the time of authentication upon original issuance of the execution first Security of such Series to be issued. The Fiscal Agent may, with the consent of the Republic, appoint by an instrument or instruments in writing one or more agents (which may include itself) for the authentication of Securities of a Series and, with such consent, vary or terminate any such appointment upon written notice and delivery approve any change in the office through which any authenticating agent acts. The Republic (by written notice to the Fiscal Agent and the authenticating agent whose appointment is to be terminated) may also terminate any such appointment at any time. The Fiscal Agent hereby agrees to solicit written acceptances from the entities concerned (in form and substance satisfactory to the Republic) of such appointments. In its acceptance of such appointment, each such authenticating agent shall agree to act as an authenticating agent pursuant to the terms and conditions of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A heretoAgreement.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately --------------------------- following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof). ------------ Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 1.02 hereof, ------------ to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.. ---------

Authentication and Delivery. Subject to the immediately following paragraph, Preference Class C Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Class C Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof)Register. Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Class C Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Class C Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company of the Class C Warrant Certificates at any time and from time to time of the Preference Warrant Certificatestime, duly executed as provided in Section 1.03 2.03 hereof, to authenticate the Preference Class C Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Class C Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Class C Warrant Certificates shall cease to be such authorized signatory before the Preference Class C Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Class C Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Class C Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Class C Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication authenti- cation of such Preference Class C Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Class C Warrant Certificates shall be substantially in substantially the form set forth in attached as part of Exhibit A hereto.A.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman Chairman of its board Board of directorsDirectors, its presidentPresident, its chief executive officerCEO, its chief financial officer Chief Financial Officer or any executive vice president or vice president and attested by its treasurer, assistant treasurer, secretary Secretary or assistant secretaryany Assistant Secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and deliver them upon the holderCompany's request deliver themrequest. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such an authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference an Warrant Certificate had not ceased to be such an authorized signatory of the Preference Warrant Agent; and any Preference . Any Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board of directors, its president, its chief executive officer, its chief financial officer or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual or facsimile signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer Chief Financial Officer or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's ’s request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's ’s authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Class A Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Class A Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof)Register. Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Class A Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Class A Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company of the Class A Warrant Certificates at any time and from time to time of the Preference Warrant Certificatestime, duly executed as provided in Section 1.03 2.03 hereof, to authenticate the Preference Class A Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Class A Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Class A Warrant Certificates shall cease to be such authorized signatory before the Preference Class A Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Class A Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Class A Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Class A Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication authenti- cation of such Preference Class A Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Class A Warrant Certificates shall be substantially in substantially the form set forth in attached as part of Exhibit A hereto.A.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual or facsimile signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board of directors, its president, its chief executive officer, its chief financial officer president or any vice president and by its treasurer, assistant treasurer, secretary or assistant secretarypresident, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's ’s authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be substantially in substantially the form set forth in Exhibit of EXHIBIT A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit ANNEX A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the --------------------------- immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual or facsimile signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the CompanyPartnership, which order shall be signed by the chairman manager of its board of directors, its president, its chief executive officer, its chief financial officer or any vice president and by its treasurer, assistant treasurer, secretary or assistant secretarythe General Partner, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the CompanyPartnership, the Preference Warrant Agent is authorized, upon receipt from the Company Partnership at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company Partnership or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.. ---------

Authentication and Delivery. Subject to the immediately immediate --------------------------- following paragraph, Preference Warrant Unit Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Unit Agent and shall not be valid for any purpose unless so authenticated and dated. For the purpose of determining the date of issuance of any Note or Warrant comprising a Unit, an authentication by the Unit Agent of such Unit shall be deemed to be the authentication by the Trustee or Warrant Agent of the underlying Notes and Warrants, as applicable. The Preference Warrant Unit Certificates shall be numbered and shall be registered in the Preference Warrant Unit Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Unit Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary clerk or assistant secretaryclerk, and shall specify the amount of Preference Warrants Units to be authenticated, whether the Preference Warrants Units are to be Global Preference Warrants Units or Certificated Preference WarrantsDefinitive Units, the date of such Preference Warrants Units and such other information as the Preference Warrant Unit Agent may reasonably request, without any further action by the Company, the Preference Warrant Unit Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Unit Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Unit Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Unit Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Unit Certificates). In case any authorized signatory of the Preference Warrant Unit Agent who shall have authenticated any of the Preference Warrant Unit Certificates shall cease to be such authorized signatory before the Preference Warrant Unit Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Unit Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Unit Certificate had not ceased to be such authorized signatory of the Preference Warrant Unit Agent; and any Preference Warrant Unit Certificate may be authenticated on behalf of the Preference Warrant Unit Agent by such persons as, at the actual time of authentication of such Preference Warrant Unit Certificates, shall be the duly authorized signatories of the Preference Warrant Unit Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Unit Agent's authentication on all Preference Warrant Unit Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Class B Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Class B Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof)Register. Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Class B Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Class B Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company of the Class B Warrant Certificates at any time and from time to time of the Preference Warrant Certificatestime, duly executed as provided in Section 1.03 2.03 hereof, to authenticate the Preference Class B Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Class B Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Class B Warrant Certificates shall cease to be such authorized signatory before the Preference Class B Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Class B Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Class B Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Class B Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication authenti- cation of such Preference Class B Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Class B Warrant Certificates shall be substantially in substantially the form set forth in attached as part of Exhibit A hereto.A.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.6 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer president or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 1.3 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit Exhibits A hereto.and B.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof1.07). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer or any vice president and by its treasurer, assistant treasurer, secretary or assistant secretarypresident, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company of the Warrant Certificates at any time and from time to time of the Preference Warrant Certificatestime, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant AgentCompany, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be substantially in substantially the form set forth in attached as part of Exhibit A hereto.A.

Authentication and Delivery. Subject to the immediately following paragraph, Preference Warrant Certificates shall be authenticated by manual or facsimile signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer or any vice president and attested to by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's ’s request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's ’s authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.

Authentication and Delivery. Subject to the immediately --------------------------- following paragraph, Preference Warrant Certificates shall be authenticated by manual signature and dated the date of authentication by the Preference Warrant Agent and shall not be valid for any purpose unless so authenticated and dated. The Preference Warrant Certificates shall be numbered and shall be registered in the Preference Warrant Register (as defined in Section 1.06 1.07 hereof). Upon the receipt by the Preference Warrant Agent of a written order of the Company, which order shall be signed by the chairman of its board Board of directorsDirectors, its president, its chief executive officer, its chief financial officer or any vice president and attested by its treasurer, assistant treasurer, secretary or assistant secretary, and shall specify the amount of Preference Warrants to be authenticated, whether the Preference Warrants are to be Global Preference Warrants or Certificated Preference Definitive Warrants, the date of such Preference Warrants and such other information as the Preference Warrant Agent may reasonably request, without any further action by the Company, the Preference Warrant Agent is authorized, upon receipt from the Company at any time and from time to time of the Preference Warrant Certificates, duly executed as provided in Section 1.03 hereof, to authenticate the Preference Warrant Certificates and upon the holder's request deliver them. Such authentication shall be by a duly authorized signatory of the Preference Warrant Agent (although it shall not be necessary for the same signatory to sign all Preference Warrant Certificates). In case any authorized signatory of the Preference Warrant Agent who shall have authenticated any of the Preference Warrant Certificates shall cease to be such authorized signatory before the Preference Warrant Certificate shall be disposed of by the Company or the Preference Warrant Agent, such Preference Warrant Certificate nevertheless may be delivered or disposed of as though the person who authenticated such Preference Warrant Certificate had not ceased to be such authorized signatory of the Preference Warrant Agent; and any Preference Warrant Certificate may be authenticated on behalf of the Preference Warrant Agent by such persons as, at the actual time of authentication of such Preference Warrant Certificates, shall be the duly authorized signatories of the Preference Warrant Agent, although at the time of the execution and delivery of this Agreement any such person is not such an authorized signatory. The Preference Warrant Agent's authentication on all Preference Warrant Certificates shall be in substantially the form set forth in Exhibit A hereto.. ---------