Common use of Authentication and Delivery Clause in Contracts

Authentication and Delivery. (a) All Notes shall be issued and delivered in accordance with the terms of this Agreement, the Global Notes and the Letter of Representations from the Bank to DTC dated November 11, 2009. All instructions regarding the completion and delivery of Notes shall be given in writing by an Authorized Representative by telex, telecopy, electronic transmission or other means acceptable to the Fiscal and Paying Agent. Upon receipt of such written instructions as described in the preceding sentence, the Fiscal and Paying Agent shall: (i) manually authenticate such Global Note or Global Notes by any one of the officers of the Fiscal and Paying Agent duly authorized and designated by it for such purpose; and (ii) deliver such Global Note or Global Notes to DTC or its nominees or retain and hold such Global Note or Global Notes as custodian for DTC pursuant to DTC’s instructions. (b) Each Note shall bear an original issue date which shall remain the same for all Notes subsequently issued upon transfer, exchange or substitution of such original Note regardless of the date of issuance of any such subsequently issued Note. (c) All instructions given by the Bank pursuant to this Section 2.3 must be received by the Fiscal and Paying Agent by 11 a.m., New York City time, on the Business Day (except as indicated in Sections 3.1(b) and 6.11) preceding the original issue date for the Global Notes. For all purposes under this Agreement, the term “Business Day” shall mean any day that is not a Saturday or Sunday and that, in The City of New York, New York, is not a day on which banking institutions are generally authorized or required by law to be closed. The Fiscal and Paying Agent shall not be required to perform any duties on any day that is not a Business Day.

Authentication and Delivery. (a) All Notes shall be issued and delivered in accordance with the terms of this Agreement, the Global Notes and the Letter of Representations from the Bank to DTC dated November 11January 8, 20092015. All instructions regarding the completion and delivery of Notes shall be given in writing by an Authorized Representative by telex, telecopyfacsimile, electronic transmission or other means acceptable to the Fiscal and Paying Agent. Upon receipt of such written instructions as described in the preceding sentencethis Section 2.3(a), the Fiscal and Paying Agent shall: (i) manually authenticate such Global Note or Global Notes by any one of the officers of the Fiscal and Paying Agent duly authorized and designated by it for such purpose; and (ii) deliver such Global Note or Global Notes to DTC or its nominees nominees, including Euroclear and Clearstream, or retain and hold such Global Note or Global Notes as custodian for DTC pursuant to DTC’s 's instructions. (b) Each Note shall bear an original issue date which shall remain the same for all Notes subsequently issued upon transfer, exchange or substitution of such original Note regardless of the date of issuance of any such subsequently issued Note. (c) All instructions given by the Bank pursuant to this Section 2.3 must be received by the Fiscal and Paying Agent by 11 11:00 a.m., New York City time, on the Business Day (except as indicated in Sections 3.1(b) and 6.11) preceding the original issue date for the Global Notes. For all purposes under this Agreement, the term “"Business Day” " shall mean any day that is not a Saturday or Sunday and that, in The the City of New York, New York, is not a day on which banking institutions are generally authorized or required by law to be closed. For the Floating Rate Notes, Business Day shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of New York or London, England are authorized or required by law, regulation or executive order to close. The Fiscal and Paying Agent shall not be required to perform any duties on any day that is not a Business Day. (d) The Fiscal and Paying Agent shall have no responsibility to the Bank to determine by whom a facsimile or electronic transmission signature of the Bank shall be affixed on the Global Notes, or whether a signature of an Authorized Representative is genuine, if such signature resembles the specimen signature of such Authorized Representative on the Officer's Certificate delivered pursuant to Section 2.2(b). The Fiscal and Paying Agent shall incur no liability to the Bank in acting or refraining from taking any action hereunder upon instructions contemplated hereby which the recipient thereof believed in good faith to have been given by an Authorized Representative. In the event a discrepancy exists between the instructions as originally received by the Fiscal and Paying Agent and any subsequent instruction relating to the same subject matter, the original instructions will be deemed controlling if action has already been taken in reliance thereon. The Fiscal and Paying Agent agrees to give notice to the Bank of such discrepancy reasonably promptly upon the discovery by the Fiscal and Paying Agent of such discrepancy. (e) Each instruction given to the Fiscal and Paying Agent in accordance with this Section 2.3 shall constitute a representation and warranty to the Fiscal and Paying Agent by the Bank that (i) the issuance and delivery of the Global Notes to which the instruction relates have been duly and validly authorized by the Bank, (ii) such Global Notes, when completed, authenticated and delivered pursuant hereto, will constitute valid and legally binding obligations of the Bank, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles (whether considered in a proceeding at law or in equity) and (iii) the Fiscal and Paying Agent's appointment to act for the Bank hereunder has been duly authorized by all necessary corporate action of the Bank. (f) The Bank further represents and warrants to the Fiscal and Paying Agent that the Bank has the corporate power and authority to enter into this Agreement and to perform the terms hereof.