Common use of Designation Amount and Issue of Notes Clause in Contracts

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "6% Convertible Subordinated Notes due 2007." Notes not to exceed the aggregate principal amount of $500,000,000 (or $650,000,000 if the option granted to the Initial Purchasers pursuant to Section 2(b) of the Purchase Agreement dated February 1, 2000 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the Company, signed by the Company's (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "67% Convertible Subordinated Notes due 20072004." Notes not to exceed the aggregate principal amount of $500,000,000 50,000,000 (or $650,000,000 57,500,000 if the over- allotment option granted to the Initial Purchasers pursuant to set forth in Section 2(b) of the Purchase Agreement Agreement, dated February 1June 27, 2000 (as amended from time to time by the parties thereto) 1997, by and between the Company and the Initial Purchasers is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.52.8, 2.6, 3.32.9, 15.2 and 16.216.1 hereof) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's its (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "64-1/2% Convertible Subordinated Notes due 20072005." Notes not to exceed the aggregate principal amount of $500,000,000 100,000,000 (or $650,000,000 115,000,000 if the over-allotment option granted to the Initial Purchasers pursuant to set forth in Section 2(b) 7 of the Purchase Agreement dated February 1April 24, 2000 1998 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the Company, signed by the Company's (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "64% Convertible Subordinated Notes due 2007." ". Notes not to exceed the aggregate principal amount of $500,000,000 (or $650,000,000 if the option granted to the Initial Purchasers pursuant to purchase right set forth in Section 2(b) 2 of the Purchase Agreement dated February 1January 28, 2000 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers Purchaser is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 3.5 and 15.2 and 16.2hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's (a) Presidentits Chairman of the Board, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) its Treasurer or any Assistant Treasurer Treasurer, its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "64 1/4% Convertible Subordinated Notes due 2007." 2006". Notes not to exceed the aggregate principal amount of $500,000,000 300,000,000 (or $650,000,000 350,000,000 if the over-allotment option granted to the Initial Purchasers pursuant to set forth in Section 2(b) 2 of the Purchase Agreement dated February 1May 6, 2000 1999 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 3.5 and 15.2 and 16.2hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's (a) Presidentits Chairman of the Board, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) its Treasurer or any Assistant Treasurer Treasurer, its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "63 1/2%/7 1/4% Step-Up Convertible Subordinated Notes due 20072004." Notes not to exceed the aggregate principal amount of $500,000,000 150,000,000 (or $650,000,000 172,500,000 if the over-allotment option granted to the Initial Purchasers pursuant to set forth in Section 2(b) 2 of the Purchase Agreement dated February August 1, 2000 1997 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 3.5 and 15.2 and 16.2hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's its (a) Chief Executive Officer, President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "65 1/4% Convertible Subordinated Notes due 2007." 2006". Except pursuant to Section 2.05, 2.06, 3.03, 3.05 and 15.02, hereof, Notes not to exceed the aggregate principal amount of $500,000,000 130,000,000 (or $650,000,000 150,000,000 if the over-allotment option granted to the Initial Purchasers Purchaser pursuant to Section 2(b) of the Purchase Agreement dated February 1May 7, 2000 (as amended from time to time by the parties thereto) by and 2001 between the Company and the Initial Purchasers Purchaser is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's (a) Presidentits Chairman of the Board, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) its Treasurer or any Assistant Treasurer Treasurer, its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "65 3/4% Convertible Subordinated Notes due 20072002." Notes not to exceed the aggregate principal amount of $500,000,000 50,000,000 (or $650,000,000 57,500,000 if the over-allotment option granted to the Initial Purchasers pursuant to set forth in Section 2(b) of the Purchase Agreement Agreement, dated February 1October 7, 2000 (as amended from time to time by the parties thereto) 1997, by and between the Company and the Initial Purchasers Purchaser is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.52.8, 2.6, 3.32.9, 15.2 and 16.216.1 hereof) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's its (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "6___% Convertible Subordinated Notes due 20072001." Notes not to exceed the aggregate principal amount of $500,000,000 40,000,000 (or $650,000,000 46,000,000 if the over-allotment option granted to the Initial Purchasers pursuant to set forth in Section 2(b3(b) of the Purchase Underwriting Agreement dated February 1March __, 2000 1996 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers Underwriter is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.216.2 hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's its (a) Chairman of the Board, President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "6“0.5% Convertible Subordinated Notes due 2007." 2008”. Notes not to exceed the aggregate principal amount of $500,000,000 (185,000,00, or up to $650,000,000 205,000,000 if the option granted to the Initial Purchasers Purchaser’s option, pursuant to Section 2(b) 2 of the Purchase Agreement dated February 1as of November 20, 2000 (as amended from time to time by the parties thereto) by and 2003 between the Company and the Initial Purchasers Purchaser, to purchase additional Notes is exercised in full(except pursuant to Sections 2.05, 2.06, 3.02 and 15.02 hereof) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's (a) Presidentits Chairman of the Board, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "“Vice President"”) and (b) its Treasurer or any Assistant Treasurer Treasurer, its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "64% Convertible Subordinated Notes due 2007." Due 2026". Notes not to exceed the aggregate principal amount of $500,000,000 200,000,000 (or not to exceed the aggregate principal amount of $650,000,000 250,000,000 if the Initial Purchaser exercises the option granted to the Initial Purchasers it pursuant to Section 2(b) of the Purchase Agreement dated February 1, 2000 Agreement) (as amended from time except to time by the parties thereto) by and between the Company and the Initial Purchasers is exercised in fullextent provided otherwise hereunder) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Company's (a) PresidentBoard, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) ), the Treasurer or any Assistant Treasurer or its the Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "6___% Convertible Subordinated Notes due 20072001." Notes not to exceed the aggregate principal amount of $500,000,000 40,000,000 (or $650,000,000 46,000,000 if the over-allotment option granted to the Initial Purchasers pursuant to set forth in Section 2(b3(c) of the Purchase Underwriting Agreement dated February 1March __, 2000 1996 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers Underwriter is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.216.2 hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's its (a) Chairman of the Board, President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- ------------------------------------- designated as "6% Convertible Subordinated Notes due 2007." ". Notes not to exceed the aggregate principal amount of $500,000,000 150,000,000 (or $650,000,000 180,000,000 if the option granted to the Initial Purchasers pursuant to set forth in Section 2(b) 2 of the Purchase Agreement dated February 1, 2000 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers is exercised in fullfull by the Initial Purchasers) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 3.5 and 15.2 and 16.2hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's (a) Presidentits Chairman of the Board, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) its Treasurer or any Assistant Treasurer Treasurer, its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "66 7/8% Convertible Subordinated Notes due Due 2007." ". Notes not to exceed the aggregate principal amount of $500,000,000 150,000,000 (or $650,000,000 172,500,000 if the option granted to the Initial Purchasers pursuant to set forth in Section 2(b) 2 of the Purchase Agreement dated February 1as of May 29, 2000 (as amended from time to time by the parties thereto) 2002 by and between the Company and the Initial Purchasers is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.03, 3.05 and 15.02 hereof or as otherwise expressly permitted herein) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's (a) Presidentits Chairman of the Board, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) its Treasurer or any Assistant Treasurer Treasurer, its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "6“6.25% Convertible Subordinated Notes due 2007." Due 2008”. Notes not to exceed the aggregate principal amount of $500,000,000 (or $650,000,000 50,000,000 or, if the option granted Company sells an additional $10,000,000 principal amount of its Notes pursuant to the Initial Purchasers Purchaser’s option granted pursuant to Section 2(b) of the Purchase Agreement dated February 1Agreement, 2000 not to exceed the aggregate principal amount of $60,000,000 (in each case except as amended from time pursuant to time by the parties thereto) by Sections 2.05, 2.06, 3.06 and between the Company and the Initial Purchasers is exercised in full16.02 hereof) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Company's (a) PresidentBoard, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "“Vice President") and (b) ”), the Treasurer or any Assistant Treasurer or its the Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "64 1/2% Convertible Subordinated Notes due 2007." CONVERTIBLE NOTES DUE 2008". Notes not to exceed the aggregate principal amount of $500,000,000 (80,000,000, or $650,000,000 if the Company sells up to an additional $20,000,000 principal amount of its Notes pursuant to the option granted to of the Initial Purchasers granted pursuant to Section 2(b) of the Purchase Agreement dated February 1as of August 13, 2000 (as amended from time to time by the parties thereto) by and 2003 between the Company and the Initial Purchasers is exercised Purchasers, limited in fullaggregate principal amount to $100,000,000, (except pursuant to Sections 2.05, 2.06, 3.05 and 16.02 hereof) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Company's (a) PresidentBoard, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice PresidentVICE PRESIDENT") and (b) ), the Treasurer or any Assistant Treasurer or its the Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "61.50% Convertible Subordinated Notes due 2007." CONVERTIBLE NOTES DUE 2012". Notes not to exceed the aggregate principal amount of $500,000,000 (175,000,000, or $650,000,000 if the Company sells up to an additional $25,000,000 principal amount of its Notes pursuant to the option granted to of the Initial Purchasers granted pursuant to Section 2(b) of the Purchase Agreement dated February 1as of January 6, 2000 (as amended from time to time by the parties thereto) by and 2005 between the Company and the Initial Purchasers is exercised Purchasers, limited in full) aggregate principal amount to $200,000,000, upon the execution of this Indenture, or (except pursuant to Sections 2.52.04, 2.62.05, 3.32.06, 15.2 3.05 and 16.216.02 hereof) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Company's (a) PresidentBoard, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice PresidentVICE PRESIDENT") and (b) ), the Treasurer or any Assistant Treasurer or its the Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "6___% Convertible Subordinated Notes due 20072004." Notes not to exceed the aggregate principal amount at maturity of $500,000,000 180,000,000 (or $650,000,000 207,000,000 if the over-allotment option granted to set forth in the Initial Purchasers pursuant to Section 2(b) of the Purchase Underwriting Agreement dated February 1_________, 2000 1997 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers Notes Representatives is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 3.5 and 15.2 and 16.2hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver make available for delivery said Notes to or upon the written order of the Company, signed by the Company's its (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- ------------------------------------- designated as "64% Convertible Subordinated Notes due 2007." 2006". Notes not to exceed the aggregate principal amount of $500,000,000 (or up to $650,000,000 575,000,000 if the over-allotment option granted to (the Initial Purchasers pursuant to "Over-allotment Option") set forth in Section 2(b) 2 of the Purchase Agreement dated February 1December 7, 2000 1999 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 3.5 and 15.2 and 16.2hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's (a) Presidentits Chairman of the Board, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) its Treasurer or any Assistant Treasurer Treasurer, its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "64 1/4 % Convertible Subordinated Notes due 2007." 2006". Except pursuant to Section 2.05, 2.06, 3.03, 3.05 and 15.02, hereof, Notes not to exceed the aggregate principal amount of $500,000,000 150,000,000 (or $650,000,000 175,000,000 if the over-allotment option granted to the Initial Purchasers pursuant to Section 2(b) of the Purchase Agreement dated February 1August 2, 2000 (as amended from time to time by the parties thereto) by and 2001 between the Company and the Initial Purchasers is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Company's (a) Presidentits Chairman of the Board, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) its Treasurer or any Assistant Treasurer Treasurer, its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

Designation Amount and Issue of Notes. The Notes shall be -------------------------------------- designated as "63-3/4% Convertible Subordinated Notes due 2007." Notes not to exceed the aggregate principal amount of $500,000,000 200,000,000 (or $650,000,000 250,000,000 if the option granted to the Initial Purchasers pursuant to set forth in Section 2(b) of the Purchase Agreement dated February 1, 2000 (as amended from time to time by the parties thereto) by and between the Company and the Initial Purchasers is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the Company, signed by the Company's (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder, provided, however, that said Notes may not be executed, delivered or authenticated unless and until the Trustee shall have received an Officers' Certificate and opinion of counsel.