Authentication and Delivery of Notes Sample Clauses
The "Authentication and Delivery of Notes" clause defines the procedures and requirements for verifying the legitimacy of notes and ensuring their proper transfer to the intended parties. Typically, this involves specifying the methods by which notes are authenticated, such as through signatures or official seals, and outlining the process for delivering the notes to investors or holders, which may include physical delivery or electronic transfer. The core function of this clause is to safeguard the integrity of the notes issuance process, preventing fraud and ensuring that only valid, authorized notes are circulated and recognized.
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Authentication and Delivery of Notes. 3.1 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.4.
3.2 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes on or after the Exchange Date in accordance with their respective terms and pursuant to subclause 3.5. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may direct.
3.3 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer with the Guarantee thereon duly executed by the Guarantor) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note.
3.4 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer 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 15 days before the relevant exchange is due to take place, sufficient numbers of definitive Notes (with Coupons attached) to enable the Principal Paying Agent to comply with its obligations under this Agreement. Each definitive Note and Coupon so delivered shall be duly executed on behalf of the Issuer.
3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed and this Agreement.
3.6 So long as any of the Notes is outstanding the Principal Paying Agent shall, within seven days of any request by the Issuer or the Trustee certify to the Issuer or the Trustee the number of definitive Notes held by it under this Agreement.
Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following:
(a) An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered.
(b) An Issuer Order authorizing the execution and delivery of this Indenture.
(c) One or more Opinions of Counsel addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Insurance Policy.
(d) Pursuant to the authorization of the Depositor, an Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that:
(i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, con...
Authentication and Delivery of Notes. The Notes shall be executed by an Authorized Officer of the Owner Trustee, on behalf of the Trust, and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon a Trust Request and upon receipt by the Authenticating Agent of all of the following:
(a) A Trust Order authorizing the execution, authentication and delivery of the Notes and specifying the Note Principal Balance and the Percentage Interest of such Notes to be authenticated and delivered.
(b) A Trust Order authorizing the execution and delivery of this Indenture and the Sale and Servicing Agreement.
(c) One or more Opinions of Counsel (which opinion shall not be at the expense of the Indenture Trustee or the Trust) addressed to the Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer are expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions set forth above, such counsel may rely upon Officer's Certificates of the Trust, the Owner Trustee, the Unaffiliated Seller, the Originators, the Depositor, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of ERISA). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the Note Insurance Policy.
(d) An Officer's Certificate of the Trust complying with the requirements of Section 11.01 and stating that:
(i) the Trust is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, cond...
Authentication and Delivery of Notes. On the Issuance Date, the Notes shall be executed by the Note Issuer and delivered to the Note Trustee for authentication and thereupon the same shall be authenticated and delivered by the Note Trustee upon Issuer Request and upon delivery by the Note Issuer to the Note Trustee, and receipt by the Note Trustee, or the causing to occur by the Note Issuer, of the following:
Authentication and Delivery of Notes. On the Closing Date, the Notes may be executed by an Authorized Officer of the Owner Trustee and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request. On or prior to the Closing Date, the Issuer shall deliver the following:
(a) An Issuer Order authorizing the execution, authentication and delivery of the Notes and specifying the Final Maturity Date, the principal amount and the Note Interest Rate (or the manner in which such Note Interest Rate is to be determined) of such Notes to be authenticated and delivered.
(b) An Issuer Order authorizing the execution and delivery of this Indenture.
(c) One or more Opinions of Counsel addressed to the Indenture Trustee, Authenticating Agent and the Note Insurer or upon which the Authenticating Agent and the Note Insurer is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent and the Note Insurer. In rendering the opinions described above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions described above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974). The acceptability to the Note Insurer of the Opinion of Counsel delivered to the Indenture Trustee, the Authenticating Agent and the Note Insurer at the Closing Date shall be conclusively evidenced by the delivery on the Closing Date of the MBIA Insurance Policy.
(d) An Officers' Certificate of the Issuer complying with the requirements of Section 11.01 and stating that:
(i) the Issuer is not in Default under this Indenture and the issuance of the Notes will not result in any breach of any of the terms, co...
Authentication and Delivery of Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver certificated Notes or global Notes, without interest coupons ("Global Notes") of any series executed by the Company to the Trustee for authentication by the Trustee together with an Issuance Order for the authentication and delivery of such Notes, and the Trustee shall authenticate and deliver such Notes in accordance with such Issuance Order. A Company Order may specify that written instructions to the Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any person designated in such Company Order, and the Trustee may conclusively rely on any such instructions as if given by the Company until such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall be acceptable to the Trustee for the authentication and delivery from time to time of Notes of a series that are not to be originally issued at one time (a "Periodic Offering"). If the form or terms of the Notes of the series, or Tranche within the series, have been established by or pursuant to one or more Board Resolutions or Issuance Orders as permitted by Sections 2.01 and 2.02, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating:
(1) that such form has been established in conformity with the provisions of this Indenture;
(2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and
(3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. If such form or terms have been so established, the Trustee shall n...
Authentication and Delivery of Notes. On the Issue Date, the Trustee shall authenticate and deliver US$[●] of Notes, accompanied by an Officers’ Certificate directing such authentication and containing a statement that all conditions precedent to the issuance of such notes have been complied with. From time to time thereafter, Notes may be executed and delivered by the Issuer to the Trustee for authentication, accompanied by an Opinion of Counsel and an Officers’ Certificate directing such authentication and specifying the amount of Notes to be authenticated, the applicable rate at which interest will accrue on such Notes, the date on which the original issuance of such Notes is to be authenticated, the date from which interest will begin to accrue, the date or dates on which interest on such Notes will be payable and the date on which the principal of such Notes will be payable, other terms relating to such Notes and a statement that all conditions precedent to the issuance of such notes have been complied with. The Trustee shall thereupon authenticate and deliver such Notes to or upon the written order of the Issuer (as set forth in such Officers’ Certificate). The Trustee may appoint one or more Authenticating Agents reasonably acceptable to the Issuer to authenticate Notes. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Issuer.
Authentication and Delivery of Notes. 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 by the Trustee together with a Company Order for the authentication and delivery of such Notes, and the Trustee shall authenticate and deliver such Notes in accordance with such Company Order. A Company Order may specify that instructions to the Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any person designated in such Company Order, and the Trustee may conclusively rely on any such instructions as if given by the Company until such Company Order is expressly revoked by a subsequent Company Order. Notes of the same series which have the same terms, including the same Settlement Date, Maturity Date, Interest Rate, Interest Payment Dates and Redemption Date, if any (all such Notes being collectively referred to herein as a "Tranche"), may be represented by a single global note, without interest coupons.
Authentication and Delivery of Notes. Upon the execution and delivery of this Indenture, or from time to time thereafter, Notes in an aggregate principal amount not in excess of the amount specified in the form of Note hereinabove recited (except as otherwise provided in Section 2.08) may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery said Notes to or upon the written order of the Company, signed by its Chairman of the Board of Directors, or any Vice Chairman of the Board of Directors, or its President or any Vice President (whether or not designated by a number or numbers or a word or words added before or after the title "Vice President") without any further action by the Company.
Authentication and Delivery of Notes. The Issuer may, from time to time, execute and deliver Series 2024-1 Notes to the Trustee for authentication, and the Trustee shall thereupon certify the authenticity thereof and deliver the certified Series 2024-1 Notes, whether as a Global Series 2024-1 Note or Certificated Series 2024-1 Notes, as directed by a Written Order of the Issuer, after initial receipt by the Trustee of the documents set forth in section 2.4 of the Master Trust Indenture, each of which Certificated Series 2024-1 Notes or a Global Series 2024-1 Note, as the case may be, shall also set out: (a) its principal amount; (b) its issue price; (c) its Original Issue Date; (d) its Stated Maturity; (e) if it is redeemable at the option of the Issuer, the Redemption Date and the redemption price for the Series 2024-1 Notes including the Redemption Price (if applicable); (f) its Interest Payment Date or Dates; (g) the Interest Rate; (h) the Specified Currency; (i) whether it is to be issued in the form of Certificated Series 2024-1 Notes or a Global Series 2024-1 Note; and (j) the terms of any other special provisions relating to such Series 2024-1 Notes.