Common use of Authentication by the Trustee and Delivery Clause in Contracts

Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer delivers such Note to the Trustee; (2) such Note is executed by the Issuer in accordance with Section 2.02(A); and (3) the Issuer delivers a Issuer Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Order also requests the Trustee to deliver such Physical Note to any Holder, then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Authentication by the Trustee and Delivery. (i) No Note will be valid until it the Certificate representing such Note is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of contained in the Certificate representing such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note the Certificate representing any Note(s) only if (1) the Issuer Company delivers such Note Certificate to the Trustee; (2) such Note Certificate is executed by the Issuer Company in accordance with Section 2.02(A); and (3) the Issuer Company delivers a Issuer Company Order to the Trustee that (a) requests the Trustee to authenticate such NoteCertificate; and (b) sets forth the name of the Holder of such Note Note(s) and the date as of which such Note is Note(s) are to be authenticated. If such Issuer Company Order also requests the Trustee to deliver such Physical Note Note(s) to any HolderHolder or to the Depositary, then the Trustee will promptly electronically deliver such Note Note(s) in accordance with such Issuer Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notesany Certificate. A duly appointed authenticating agent may authenticate Notes any Certificate whenever the Trustee may do so under this Indenture, and a Note Certificate authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer Company delivers such Note to the Trustee; (2) such Note is executed by the Issuer Company in accordance with Section 2.02(A2.05(a); and (3) the Issuer Company delivers a Issuer Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Company Order also requests the Trustee to deliver such Physical Note to any HolderHolder or to the Depositary, then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this the Indenture, and a Note authenticated as provided in this the Indenture by such an agent will be deemed, for purposes of this the Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Authentication by the Trustee and Delivery. (i) i. No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) . The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer Company delivers such Note to the Trustee; (2) such Note is executed by the Issuer Company in accordance with Section 2.02(A); and (3) the Issuer Company delivers a Issuer Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Company Order also requests the Trustee to deliver such Physical Note to any HolderHolder or to the Depositary, then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Company Order. (iii) . The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Authentication by the Trustee and Delivery. (i1) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii2) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer Pubco delivers such Note to the Trustee; (2) such Note is executed by the Issuer Pubco in accordance with Section 2.02(A2.2(a); and (3) the Issuer Pubco delivers a Issuer Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Company Order also requests the Trustee to deliver such Physical Note to any HolderHolder or to the Depositary, then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Company Order. (iii3) The Trustee may appoint an authenticating agent acceptable to the Issuer Pubco to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer Pubco as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Authentication by the Trustee and Delivery. (i1) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii2) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer Company delivers such Note to the Trustee; (2) such Note is executed by the Issuer Company in accordance with Section 2.02(A2.2(a); and (3) the Issuer Company delivers a Issuer Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Company Order also requests the Trustee to deliver such Physical Note to any HolderHolder or to the Depositary, then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Company Order. (iii3) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer Company delivers such Note to the Trustee; (2) such Note is executed by the Issuer Company in accordance with Section 2.02(A2.02(a); and (3) the Issuer Company delivers a Issuer Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Company Order also requests the Trustee to deliver such Physical Note to any HolderHolder or to the Depositary, then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this the Indenture, and a Note authenticated as provided in this the Indenture by such an agent will be deemed, for purposes of this the Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer Company delivers such Note to the Trustee; (2) such Note is executed by the Issuer Company in accordance with Section 2.02(A); and (3) the Issuer Company delivers a Issuer Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Company Order also requests the Trustee to deliver such Physical Note to any HolderHolder or to the Depositary, then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer Company delivers such Note to the Trustee; (2) such Note is executed by the Issuer Company in accordance with Section 2.02(A); and (3) the Issuer Company delivers a Issuer Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Company Order also requests the Trustee to deliver such Physical Note to any HolderHolder or to the Depositary, then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Authentication by the Trustee and Delivery. (i) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the securities are to be additional Notes or PIK Notes and the aggregate principal amount of Notes outstanding on the date of authentication. Such Notes will be in the form of Physical Notes, which (i) will represent, and will be denominated in an amount equal to the aggregate principal amount of, the Notes to be issued and (ii) will be held by the Custodian. (ii) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (iiiii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer Company delivers such Note to the Trustee; (2) such Note is executed by the Issuer Company in accordance with Section 2.02(A); and (3) the Issuer Company delivers a Issuer Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Company Order also requests the Trustee to deliver such Physical Note to any Holder (or to the Holder’s Custodian), then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Company Order. (iiiiv) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.