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 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 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 € 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 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 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 Subject to Section 2.3 and to Sections 4.16 and 4.17 of the Issuer) will be IDB Lease Agreement, at any time and from time to time after the execution and delivery of this Indenture, the IDB may deliver Securities of any series executed by an Authorized Officer of the IDB to the Trustee for authentication, together with an IDB Order for the authentication and delivery of such Securities, and the Trustee shall thereupon authenticate and make available to be exchanged for interests in the Temporary Global Security delivery such Securities in accordance with such IDB Order, without any further action by the IDB. No Security shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of any Authorized Trust Officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 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 9.1) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture with respect to the Securities of such series (other than the 1995 Bonds) and any amendment of the IDB Lease Agreement expressly providing that, for all purposes of this Indenture and the IDB Lease Agreement, the Tax-Exempt Project shall include any facilities being financed by the additional Securities and adjusting the payments under the IDB Lease Agreement to provide for payments by the Mobile Energy Parties of the amounts necessary to pay the principal of, premium, if any, and interest on such additional Securities; (b) an Officer's Certificate of the IDB certifying (i) as to resolutions of the IDB authorizing the issuance of such Securities, the execution and delivery of this Indenture (in the case of the 1995 Bonds) and the IDB Lease Agreement and (in the case of Securities other than the 1995 Bonds) the execution and delivery of the related Series Supplemental Indenture, (ii) that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Securities have been complied with and (iii) as to the incumbency of the persons named in such Officer's Certificate; (c) an Opinion of Counsel to the effect that (i) the form or forms and the terms of such Securities have been established by a Series Supplemental Indenture (or, in 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 case of the Issuer. 3.3 The Issuer authorises 1995 Bonds, by Section 2.17) as permitted by Sections 2.1 and instructs the Principal Paying Agent to authenticate the Global Securities and any definitive Securities delivered pursuant to sub-clause 3.2 2.3 in accordance with the provisions of this Indenture, (ii) the Trust Deed. 3.4 The Issuer authorises Securities of such series, when authenticated and instructs made available for delivery by the Principal Paying Agent to cause interests Trustee and issued by the IDB in the Temporary Global Security manner and subject to be exchanged for interests any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Permanent Global Security and interests in a Global Security to be exchanged for definitive Securities IDB, enforceable against the IDB in accordance with their respective terms. Following , except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or affecting the exchange enforcement of creditors' rights and remedies generally and (B) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and the discretion of the last court before which proceedings may be brought and (iii) all laws of the States of Alabama and New York and the requirements of this Indenture and the IDB Lease Agreement, in each case in respect of the execution and delivery by the IDB of such Securities, have been complied with; (d) an Opinion of Counsel of Bond Counsel to the effect that the exemption from Federal income tax of the interest in on the 1995 Bonds and any additional Securities theretofore issued will not be adversely affected by the issuance of the additional Securities being issued; and (e) such other documents and evidence with respect to the IDB and the Mobile Energy Parties as the Trustee may reasonably request. Prior to the authentication and delivery of a Global Securityseries of Securities, the Principal Paying Agent Trustee shall cause also receive such Global other funds, accounts, documents, certificates, instruments or opinions as may be required by the related Series Supplemental Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the IDB, and the IDB shall deliver such Security to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.2 and need not be cancelled accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IDB, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the Issuer or as it may directbenefits hereof. 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 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.