Common use of Acknowledgement of Security Clause in Contracts

Acknowledgement of Security. 20.1 In respect of each relevant Series of ETP Securities, each party to this Agreement acknowledges an assignment by way of security, in favour of the Trustee, pursuant to the Trust Deed for the Series, of all of the Issuer’s rights, title, interest and benefit present and future in, to and under this Agreement to the extent that they relate to such Series of ETP Securities. 1. The ETP Securityholder(s) must arrange with (i) Euroclear and / or (ii) Clearstream, Luxembourg, as applicable, for their Securities to be blocked to the order of the Trustee, so that the Trustee can aggregate the number of ETP Securities in respect of which ETP Securityholder Notice and Direction(s) have been received to determine whether holders of at least one-fifth in number of the outstanding ETP Securities wish the Trustee to give a Publication Event Redemption Notice. Directions given under ETP Securityholder Notice and Direction(s) (and in respect of which ETP Securities have been blocked) will remain in place until an ETP Securityholder notifies the Trustee that he wishes his ETP Securities to be unblocked. 2. In order to ensure that any indemnities provided are satisfactory to the Trustee, the form of indemnity for each ETP Securityholder to sign will be provided directly to each ETP Securityholder who contacts the Trustee and provides the Trustee through (i) Euroclear or (ii) Clearstream, Luxembourg, as applicable, with full contact details and confirmation of his holding of ETP Securities. Thereafter, the Trustee may ask for evidence of legal status and credit status as well as evidence as to due authorisation and execution of any indemnity provided. The indemnity will also require ETP Securityholders to appoint an agent for service of process in Ireland in order that the Trustee may be satisfied that it can enforce the indemnity if it is necessary to do so. 3. In order to ensure equal treatment, the form of the indemnity will not be negotiable, it will be unlimited and will provide that the Trustee can call on any indemnifying ETP Securityholder to indemnify the Trustee in full for all costs, liabilities and expenses it may incur. It will also provide that any ETP Securityholder who is called upon to provide funds under the indemnity should be able to seek a contribution from others who have given an indemnity, but the Trustee will not accept any responsibility to any ETP Securityholders for ensuring that indemnities are given by other ETP Securityholders, for the enforceability of indemnities given by other ETP Securityholders, that any right of contribution is enforceable against any other Securityholder or for the credit status of any other ETP Securityholders. So that ETP Securityholders between themselves can seek to enforce the right of contribution, the indemnity will also provide that the identity of an indemnifying ETP Securityholder may be revealed to other ETP Securityholders who have given an indemnity. 4. If it transpires that there is only one ETP Securityholder, the requested indemnity will be in shorter form. 5. Where the ETP Securities are represented by a Global Security held for the benefit of Euroclear and / or Clearstream, Luxembourg, this notice may be completed by or on behalf of an accountholder of Euroclear or Clearstream, Luxembourg (as the case may be) that has an entitlement with respect to the ETP Securities. 1 Each Certificate shall represent an integral number of ETP Securities. 2 Unless otherwise requested by them and agreed by the Issuer and save as provided in the Conditions, each ETP Securityholder of more than one ETP Security shall be entitled to receive only one Certificate in respect of his holding. 3 Unless otherwise requested by them and agreed by the Issuer and save as provided in the Conditions, the joint holders of one or more ETP Securities shall be entitled to receive only one Certificate in respect of their joint holding which shall, except where they otherwise direct, be delivered to the joint holder whose name appears first in the register of the holders of ETP Securities in respect of the joint holding. All references to “holder”, “transferor” and “transferee” shall include joint holders, transferors and transferees.