Common use of Authentication and Delivery of Notes Clause in Contracts

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.