Common use of Authentication and Delivery of Securities Clause in Contracts

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes shall deliver the Securities to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms of the Securities (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 8.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Permanent Global Security (duly executed on behalf of the Issuer) will be available Securities are to be exchanged for interests issued in the Temporary form of one or more Registered Global Security Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the terms of the Temporary Global Security. 3.2 If a Global Security is Issuer Order with respect to be exchanged in accordance with its terms for definitive such Securities, the Issuer undertakes authenticate and deliver one or more Registered Global Securities that it will deliver to, or (i) shall represent and shall be denominated in an amount equal 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities is outstanding issued and not yet cancelled, (ii) shall be registered in the Principal Paying Agent shallname of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, within seven days of any request (iii) shall be delivered by the Issuer Trustee to such Depositary or the Trustee, certify pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the Issuer following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Trustee Depositary to the number nominee of definitive the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities held by it under this AgreementExchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause Clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody keeping and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody keeping and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 € 900,001,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 1,250,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 600,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody keeping and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 1,250,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody keeping and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 750,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody keeping and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deedsubclause 3.4. 3.4 3.2 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered destroyed. 3.3 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.4 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, the Issuer undertakes that it will deliver to, or to the Issuer or order of, the Principal Paying Agent, as it may directsoon 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 Securities (with Coupons and a Talon for further Coupons attached) to enable the Principal Paying Agent to comply with its obligations under this Agreement. Each definitive Security and Coupon so delivered shall be duly executed on behalf of the Issuer. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.

Authentication and Delivery of Securities. 3.1 The Issuer undertakes that the Permanent Global Security (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Security in accordance with the terms of the Temporary Global Security. 3.2 If a Global Security is to be exchanged in accordance with its terms for definitive Securities, 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, definitive Securities (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €1,000,000,000 900,000,000 or such lesser amount as is the principal amount of Securities represented by the Global Security to be issued in exchange for the Global Security. Each definitive Security so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 in accordance with the provisions of the Trust Deed. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Security to be exchanged for interests in the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities in accordance with their respective terms. Following the exchange of the last interest in a Global Security, the Principal Paying Agent shall cause such Global Security to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Securities delivered to and held by it under this Agreement to be maintained in safe custody keeping and shall ensure that interests in the Temporary Global Security are only exchanged for interests in the Permanent Global Security in accordance with the terms of the Temporary Global Security and this Agreement and that the definitive Securities are issued only in accordance with the terms of a Global Security, the Trust Deed and this Agreement. 3.6 So long as any of the Securities 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 Securities held by it under this Agreement.