Common use of Authentication and Delivery of Certificates Clause in Contracts

Authentication and Delivery of Certificates. 4.1 The Trustee authorises and instructs the Registrar (or its agent on its behalf) to authenticate (or procure the authentication of) the Global Certificate and, if any, each Definitive Certificate, in accordance with the terms of the Master Declaration of Trust and the relevant Supplemental Declaration of Trust and, in the case of any Global Certificate, deliver, on the Business Day preceding its Issue Date (in the case of a non-syndicated issue) or on the Issue Date (in the case of a syndicated issue), such Global Certificate to the Common Depositary or to such clearing system or other depositary or custodian for a clearing system as shall have been agreed between the Trustee, the Bank and the Principal Paying Agent or otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Trustee, the Bank and the Principal Paying Agent. 4.2 The Trustee authorises and instructs the Registrar to cause the Global Certificate to be exchanged for Definitive Certificates (if applicable) in accordance with its terms. Following the exchange of the last interest in the Global Certificate, the Registrar shall cause the Global Certificate to be cancelled and delivered to the Trustee or as it may otherwise direct. 4.3 The Registrar and the other Agents shall cause all Certificates delivered to and held by them under this Agreement to be maintained in safe custody and shall ensure that such Certificates are issued only in accordance with the Master Declaration of Trust as supplemented by the relevant Supplemental Declaration of Trust and the Conditions and the provisions of this Agreement and the relevant Global Certificate, as the case may be. 4.4 So long as any of the Certificates are outstanding (as defined in the Master Declaration of Trust) the Registrar shall, within seven Local Business Days of any request by the Trustee, certify to the Trustee the number of Definitive Certificates held by it under this Agreement. 4.5 The Principal Paying Agent shall (a) (where a further Tranche is to be issued which is intended to be consolidated and form a single Series with an existing Tranche at a point after the Issue Date of the further Tranche) ensure that the Certificates of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Certificates of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series and (b) (in the case of any Tranche of any Series of Certificates which is not the first Tranche) instruct the relevant clearing system(s) to make the appropriate entries in their records to reflect the initial outstanding aggregate face amount of the relevant Tranche of Certificates.

Appears in 2 contracts

Sources: Agency Agreement, Agency Agreement

Authentication and Delivery of Certificates. 4.1 3.1 The Trustee authorises and instructs the Registrar (or its agent on its behalf) to authenticate (or procure the authentication of) the each Global Certificate and, if any, each Definitive Certificate, in accordance with the terms of the Master Declaration of relevant Trust Deed and the relevant Supplemental Declaration of Trust and, in the case of any Global Certificate, deliver, on the Business Day preceding its Issue Date (in date the case of a non-syndicated issue) or on the Issue Date (in the case of a syndicated issue)Certificates are issued, such Global Certificate to the Common Depositary depositary common to Euroclear and Clearstream, Luxembourg or to such clearing system or other depositary or custodian for a clearing system as shall have been agreed between the Trustee, the Bank Trustee and the Principal Paying Agent or otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Trustee, the Bank Trustee and the Principal Paying Agent. 4.2 3.2 The Trustee authorises and instructs the Registrar to cause the each Global Certificate to be exchanged for Definitive definitive Certificates (if applicable) in accordance with its termsterms and to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchanges. Following the exchange of the last interest in the a Global Certificate, the Registrar shall cause the relevant Global Certificate to be cancelled and delivered to the Trustee or as it may otherwise directdirect in writing. 4.3 3.3 If a Global Certificate is to be exchanged in accordance with its terms for definitive Certificates, the Trustee undertakes that it will deliver to, or to the order of, the Principal Paying Agent as soon as reasonably practicable and in any event not later than the day before the relevant exchange is due to take place, definitive Certificates in an aggregate face amount equal to the face amount of the relevant Global Certificate to be exchanged. Each definitive Certificate so delivered shall be duly executed on behalf of the Trustee. 3.4 The Trustee authorises and instructs the Registrar and the other Agents (or its agent on its behalf) to authenticate each definitive Certificate delivered pursuant to Clause 3.3. 3.5 Each Agent shall cause all any definitive Certificates delivered to and held by them it under this Agreement to be maintained in safe custody and shall ensure that such only issue definitive Certificates are issued only in accordance with the terms of the relevant Global Certificate, the Master Declaration of Trust as supplemented by Deed, the relevant Supplemental Declaration of Trust and Deed, the Conditions Conditions, the applicable Final Terms and the provisions of this Agreement and the relevant Global Certificate, as the case may beAgreement. 4.4 3.6 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Agent to Euroclear and/or Clearstream, Luxembourg. 3.7 So long as any of the Certificates are outstanding (as defined in the Master Declaration of TrustTrust Deed) the Registrar shall, within seven Local Business Days of any written request by the TrusteeTrustee or the Delegate, certify to the Trustee or, as the case may be, the Delegate the number of Definitive definitive Certificates held by it under this Agreement. 4.5 3.8 The Principal Paying Agent shall (a) (where a further Tranche is to be issued which is intended to be consolidated and form a single Series with an existing Tranche at a point after the Issue Date of the further Tranche) ensure that the Certificates of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Certificates of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series and (b) (in the case of any Tranche of any Series of Certificates which is not the first Tranche) instruct the relevant clearing system(s) to make the appropriate entries in their records to reflect the initial outstanding aggregate face amount of the relevant Tranche of Certificates.

Appears in 2 contracts

Sources: Agency Agreement, Agency Agreement

Authentication and Delivery of Certificates. 4.1 The Trustee authorises and instructs the Registrar (or its agent on its behalf) to authenticate (or procure the authentication of) the Global Certificate and, if any, each Definitive Certificate, in accordance with the terms of the Master Declaration of Trust and the relevant Supplemental Declaration of Trust and, in the case of any Global Certificate, deliver, on the Business Day preceding its Issue Date (in the case of a non-non- syndicated issue) or on the Issue Date (in the case of a syndicated issue), such Global Certificate to the Common Depositary or to such clearing system Clearing System or other depositary or custodian for a clearing system Clearing System as shall have been agreed between the Trustee, the Bank and the Principal Paying Agent or otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Trustee, the Bank and the Principal Paying Agent. 4.2 The Trustee authorises and instructs the Registrar to cause the Global Certificate to be exchanged for Definitive Certificates (if applicable) in accordance with its terms. Following the exchange of the last interest in the Global Certificate, the Registrar shall cause the Global Certificate to be cancelled and delivered to the Trustee or as it may otherwise direct. 4.3 The Registrar and the other Agents shall cause all Certificates delivered to and held by them under this Agreement to be maintained in safe custody and shall ensure that such Certificates are issued only in accordance with the Master Declaration of Trust as supplemented by the relevant Supplemental Declaration of Trust and the Conditions and the provisions of this Agreement and the relevant Global Certificate, as the case may be. 4.4 So long as any of the Certificates are outstanding (as defined in the Master Declaration of Trust) the Registrar shall, within seven Local Business Days of any request by the Trustee, certify to the Trustee the number of Definitive Certificates held by it under this Agreement. 4.5 The Principal Paying Agent shall (a) (where a further Tranche is to be issued which is intended to be consolidated and form a single Series with an existing Tranche at a point after the Issue Date of the further Tranche) ensure that the Certificates of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Certificates of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series and (b) (in the case of any Tranche of any Series of Certificates which is not the first Tranche) instruct the relevant clearing system(s) Clearing System to make the appropriate entries in their records to reflect the initial outstanding aggregate face amount of the relevant Tranche of Certificates.

Appears in 1 contract

Sources: Agency Agreement

Authentication and Delivery of Certificates. 4.1 3.1 The Trustee authorises and instructs the Registrar (or its agent on its behalf) to authenticate (or procure the authentication of) the each Global Certificate and, if any, each Definitive Certificate, in accordance with the terms of the Master Declaration of relevant Trust Deed and the relevant Supplemental Declaration of Trust and, in the case of any Global Certificate, deliver, on the Business Day preceding its Issue Date (in date the case of a non-syndicated issue) or on the Issue Date (in the case of a syndicated issue)Certificates are issued, such Global Certificate to the Common Depositary depositary common to Euroclear and Clearstream, Luxembourg or to such clearing system or other depositary or custodian for a clearing system as shall have been agreed between the Trustee, the Bank Trustee and the Principal Paying Agent or otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Trustee, the Bank Trustee and the Principal Paying Agent. 4.2 3.2 The Trustee authorises and instructs the Registrar to cause the each Global Certificate to be exchanged for Definitive definitive Certificates (if applicable) in accordance with its termsterms and to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchanges. Following the exchange of the last interest in the a Global Certificate, the Registrar shall cause the relevant Global Certificate to be cancelled and delivered to the Trustee or as it may otherwise direct. 4.3 The Registrar 3.3 If a Global Certificate is to be exchanged in accordance with its terms for definitive Certificates, the Trustee undertakes that it will deliver to, or to the order of, the Principal Paying Agent as soon as reasonably practicable and in any event not later than the other Agents day before the relevant exchange is due to take place, definitive Certificates in an aggregate face amount equal to the face amount of the relevant Global Certificate to be exchanged. Each definitive Certificate so delivered shall be duly executed on behalf of the Trustee. 3.4 Each Agent shall cause all any definitive Certificates delivered to and held by them it under this Agreement to be maintained in safe custody and shall ensure that such only issue definitive Certificates are issued only in accordance with the terms of the relevant Global Certificate, the Master Declaration of Trust as supplemented by Deed, the relevant Supplemental Declaration of Trust and Deed, the Conditions Conditions, the applicable Final Terms and the provisions of this Agreement and the relevant Global Certificate, as the case may beAgreement. 4.4 3.5 So long as any of the Certificates are outstanding (as defined in the Master Declaration of TrustTrust Deed) the Registrar shall, within seven Local Business Days of any written request by the TrusteeTrustee or the Delegate, certify to the Trustee or, as the case may be, the Delegate the number of Definitive definitive Certificates held by it under this Agreement. 4.5 The Principal Paying Agent shall (a) (where a further Tranche is to be issued which is intended to be consolidated and form a single Series with an existing Tranche at a point after the Issue Date of the further Tranche) ensure that the Certificates of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Certificates of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series and (b) (in the case of any Tranche of any Series of Certificates which is not the first Tranche) instruct the relevant clearing system(s) to make the appropriate entries in their records to reflect the initial outstanding aggregate face amount of the relevant Tranche of Certificates.

Appears in 1 contract

Sources: Agency Agreement

Authentication and Delivery of Certificates. 4.1 3.1 Prior to the issue of the Certificates, the Trustee shall deliver to or to the order of the Registrar the Global Certificate duly executed by the Trustee in respect of the Certificates. 3.2 The Trustee authorises and instructs the Registrar (or its agent on its behalf) to authenticate (or procure the authentication of) the Global Certificate and, if any, each Definitive Certificate, in accordance with the terms of the Master Declaration of Trust and the relevant Supplemental Declaration of Trust and, in the case of any the Global Certificate, deliver, on the Business Day preceding its Issue Date (in Date, the case of a non-syndicated issue) or on the Issue Date (in the case of a syndicated issue), such Global Certificate to the Common Depositary or to such clearing system or other depositary or custodian for a clearing system as shall have been agreed between the Trustee, the Bank and the Principal Paying Agent or otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Trustee, the Bank and the Principal Paying AgentDepositary. 4.2 3.3 The Trustee authorises and instructs the Registrar to cause the Global Certificate to be exchanged for Definitive Certificates (if applicable) in accordance with its termsterms and to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchanges. Following the exchange of the last interest in the Global Certificate, the Registrar shall cause the Global Certificate to be cancelled and delivered to the Trustee or as it may otherwise direct. 4.3 The 3.4 If the Global Certificate is to be exchanged in accordance with its terms for Definitive Certificates, the Trustee undertakes that it will deliver to, or to the order of, the Registrar as soon as reasonably practicable and in any event not later than five Local Business Days before the other Agents relevant exchange is due to take place, Definitive Certificates in an aggregate face amount equal to the face amount of the Global Certificate to be exchanged. Each Definitive Certificate so delivered shall be duly executed on behalf of the Trustee. 3.5 Each Agent shall cause all Definitive Certificates delivered to and held by them under this Agreement to be maintained in safe custody and shall ensure that such Definitive Certificates are issued only in accordance with the Master terms of the Global Certificate, the Declaration of Trust as supplemented by the relevant Supplemental Declaration of Trust and Trust, the Conditions and the provisions of this Agreement and the relevant Global Certificate, as the case may beAgreement. 4.4 3.6 So long as any of the Certificates are outstanding (as defined in the Master Declaration of Trust) the Registrar shall, within seven Local Business Days of any request by the TrusteeTrustee or DIB, as the case may be, certify to the Trustee or DIB, as the case may be, the number of Definitive Certificates held by it under this Agreement. 4.5 The Principal Paying Agent shall (a) (where a further Tranche is to be issued which is intended to be consolidated and form a single Series with an existing Tranche at a point after the Issue Date of the further Tranche) ensure that the Certificates of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Certificates of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series and (b) (in the case of any Tranche of any Series of Certificates which is not the first Tranche) instruct the relevant clearing system(s) to make the appropriate entries in their records to reflect the initial outstanding aggregate face amount of the relevant Tranche of Certificates.

Appears in 1 contract

Sources: Agency Agreement

Authentication and Delivery of Certificates. 4.1 3.1 The Trustee authorises and instructs the Registrar (or its agent on its behalf) to authenticate (or procure the authentication of) the each Global Certificate and, if any, each Definitive Certificate, in accordance with the terms of the Master Declaration of relevant Trust Deed and the relevant Supplemental Declaration of Trust and, in the case of any Global Certificate, deliver, on the Business Day preceding its Issue Date (in date the case of a non-syndicated issue) or on the Issue Date (in the case of a syndicated issue)Certificates are issued, such Global Certificate to the Common Depositary depositary common to Euroclear and Clearstream, Luxembourg or to such clearing system or other depositary or custodian for a clearing system as shall have been agreed between the Trustee, the Bank Trustee and the Principal Paying Agent or otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Trustee, the Bank Trustee and the Principal Paying Agent. 4.2 3.2 The Trustee authorises and instructs the Registrar to cause the each Global Certificate to be exchanged for Definitive definitive Certificates (if applicable) in accordance with its terms. Following the exchange of the last interest in the a Global Certificate, the Registrar shall cause the relevant Global Certificate to be cancelled and delivered to the Trustee or as it may otherwise direct. 4.3 The Registrar 3.3 If a Global Certificate is to be exchanged in accordance with its terms for definitive Certificates, the Trustee undertakes that it will deliver to, or to the order of, the Principal Paying Agent as soon as reasonably practicable and in any event not later than the other Agents day before the relevant exchange is due to take place, definitive Certificates in an aggregate face amount equal to the face amount of the relevant Global Certificate to be exchanged. Each definitive Certificate so delivered shall be duly executed on behalf of the Trustee. 3.4 Each Agent shall cause all any definitive Certificates delivered to and held by them it under this Agreement to be maintained in safe custody and shall ensure that such only issue definitive Certificates are issued only in accordance with terms of the relevant Global Certificate, the Master Declaration of Trust as supplemented by Deed, the relevant Supplemental Declaration of Trust and Deed, the Conditions Conditions, the applicable Final Terms and the provisions of this Agreement and the relevant Global Certificate, as the case may beAgreement. 4.4 3.5 So long as any of the Certificates are outstanding (as defined in the Master Declaration of TrustTrust Deed) the Registrar shall, within seven Local Business Days of any written request by the TrusteeTrustee or the Delegate, certify to the Trustee or, as the case may be, the Delegate the number of Definitive definitive Certificates held by it under this Agreement. 4.5 The Principal 3.6 In the case of settlement under the ICSD DVP Syndicated New Issues Process, the Princial Paying Agent shall deliver to the common depositary of the ICSDs the Notes. The common depositary shall then instruct the relevant ICSD: (a) (where a further Tranche is to be issued which is intended credit the Certificates free of payment to be consolidated and form a single Series with an existing Tranche at a point after the Issue Date Commissionaire Account of the further Tranche) ensure that the Certificates of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Certificates of any Lead Manager or such other Tranche of the same Series until such time Manager as the Tranches are consolidated and form a single Series Trustee may direct to settle the Certificates; and (b) (in to release the case of any Tranche of any Series of Certificates which is not the first Tranche) instruct the relevant clearing system(s) to make the appropriate entries in their records to reflect the initial outstanding aggregate face amount only following payment of the relevant Tranche of Certificatesnet subscription monies into the Commissionaire Account, on a delivery against payment basis.

Appears in 1 contract

Sources: Agency Agreement

Authentication and Delivery of Certificates. 4.1 3.1 The Trustee authorises and instructs the Registrar (or its agent on its behalf) to authenticate (or procure the authentication of) the each Global Certificate and, if any, each Definitive Certificate, in accordance with the terms of the Master Declaration of relevant Trust Deed and the relevant Supplemental Declaration of Trust and, in the case of any Global Certificate, deliver, on the Business Day preceding its Issue Date (in date the case of a non-syndicated issue) or on the Issue Date (in the case of a syndicated issue)Certificates are issued, such Global Certificate to the Common Depositary depositary common to Euroclear and Clearstream, Luxembourg or to such clearing system or other depositary or custodian for a clearing system as shall have been agreed between the Trustee, the Bank Trustee and the Principal Paying Agent or otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Trustee, the Bank Trustee and the Principal Paying Agent. 4.2 3.2 The Trustee authorises and instructs the Registrar to cause the each Global Certificate to be exchanged for Definitive definitive Certificates (if applicable) in accordance with its terms. Following the exchange of the last interest in the a Global Certificate, the Registrar shall cause the relevant Global Certificate to be cancelled and delivered to the Trustee or as it may otherwise direct. 4.3 The Registrar 3.3 If a Global Certificate is to be exchanged in accordance with its terms for definitive Certificates, the Trustee undertakes that it will deliver to, or to the order of, the Principal Paying Agent as soon as reasonably practicable and in any event not later than the other Agents day before the relevant exchange is due to take place, definitive Certificates in an aggregate face amount equal to the face amount of the relevant Global Certificate to be exchanged. Each definitive Certificate so delivered shall be duly executed on behalf of the Trustee. 3.4 Each Agent shall cause all any definitive Certificates delivered to and held by them it under this Agreement to be maintained in safe custody and shall ensure that such only issue definitive Certificates are issued only in accordance with terms of the relevant Global Certificate, the Master Declaration of Trust as supplemented by Deed, the relevant Supplemental Declaration of Trust and Deed, the Conditions Conditions, the applicable Final Terms and the provisions of this Agreement and the relevant Global Certificate, as the case may beAgreement. 4.4 3.5 So long as any of the Certificates are outstanding (as defined in the Master Declaration of TrustTrust Deed) the Registrar shall, within seven Local Business Days of any written request by the TrusteeTrustee or the Delegate, certify to the Trustee or, as the case may be, the Delegate the number of Definitive definitive Certificates held by it under this Agreement. 4.5 The Principal Paying Agent shall (a) (where a further Tranche is to be issued which is intended to be consolidated and form a single Series with an existing Tranche at a point after the Issue Date of the further Tranche) ensure that the Certificates of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Certificates of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series and (b) (in the case of any Tranche of any Series of Certificates which is not the first Tranche) instruct the relevant clearing system(s) to make the appropriate entries in their records to reflect the initial outstanding aggregate face amount of the relevant Tranche of Certificates.

Appears in 1 contract

Sources: Agency Agreement