Common use of Certification and Delivery of Debentures Clause in Contracts

Certification and Delivery of Debentures. The Corporation may from time to time request the Trustees to certify and deliver Initial Debentures or Additional Debentures of any series by delivering to the Trustees the documents referred to below in this Section 2.6 whereupon the Trustees shall certify such Debentures and cause the same to be delivered in accordance with the Written Direction of the Corporation referred to below or pursuant to such procedures acceptable to the Trustees as may be specified from time to time by a Written Direction of the Corporation. The maturity date, issue date, interest rate (if any) and any other terms of the Debentures of such series, other than with respect to the Initial Debentures, shall be set forth in or determined by or pursuant to such Written Direction of the Corporation and procedures. In certifying such Debentures, the Trustees shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Officers’ Certificate and/or executed supplemental indenture by or pursuant to which the form and terms of the Additional Debentures were established; (b) a Written Direction of the Corporation requesting certification and delivery of Debentures and setting forth delivery instructions, provided that, with respect to Additional Debentures of a series subject to a Periodic Offering: (i) such Written Direction of the Corporation may be delivered by the Corporation to the Trustees prior to the delivery to the Trustees of such Additional Debentures of such series for certification and delivery; (ii) the Trustees shall certify and deliver Additional Debentures of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a Written Direction of the Corporation or pursuant to procedures acceptable to the Trustees as may be specified from time to time by a Written Direction of the Corporation; (iii) the maturity date or dates, issue date or dates, interest rate or rates (if any) and any other terms of Additional Debentures of such series shall be determined by an executed supplemental indenture or by Written Direction of the Corporation or pursuant to such procedures; and (iv) if provided for in such procedures, such Written Direction of the Corporation may authorize certification and delivery pursuant to oral or electronic instructions from the Corporation which oral or electronic instructions shall be promptly confirmed in writing; (c) an opinion of Counsel, in form and substance satisfactory to the Trustees, acting reasonably, to the effect that all requirements imposed by this Indenture and by law in connection with the proposed issue of the Debentures have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, and that upon the execution and authentication of the Debentures, the Debentures will be valid and binding obligations of the Corporation, enforceable in accordance with their terms; and (d) an Officers’ Certificate (which Officers’ Certificate shall be in such form that satisfies all applicable laws) certifying that the Corporation is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Debentures (including those set forth in Section 15.5), have been complied with subject to the delivery of any documents or instruments specified in such Officers’ Certificate and that no Event of Default exists or will exist upon such certification and delivery.

Certification and Delivery of Debentures. (1) The Corporation may from time to time request the Trustees Trustee to certify and deliver Initial Debentures or Additional Debentures of any series by delivering to the Trustees Trustee the documents referred to below in this Section 2.6 2.3 whereupon the Trustees Trustee shall certify such Debentures and cause the same to be delivered in accordance with the Written Direction of the Corporation referred to below or pursuant to such procedures acceptable to the Trustees Trustee as may be specified from time to time by a Written Direction of the Corporation. The maturity date, issue date, interest rate (if any) and any other terms of the Debentures of such series, other than with respect to the Initial Debentures, shall be set forth in or determined by or pursuant to such Written Direction of the Corporation and procedures. In certifying such Debentures, the Trustees Trustee shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Officers’ Certificate and/or executed supplemental indenture by or pursuant to which the form and terms copy of the Additional Debentures were establishedthis Indenture; (b) a Written Direction of the Corporation requesting certification and delivery of such Debentures and setting forth delivery instructions, provided that, with respect to Additional Debentures of a series subject to a Periodic Offering: (i) such Written Direction of the Corporation may be delivered by the Corporation to the Trustees prior to the delivery to the Trustees of such Additional Debentures of such series for certification and delivery; (ii) the Trustees shall certify and deliver Additional Debentures of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a Written Direction of the Corporation or pursuant to procedures acceptable to the Trustees as may be specified from time to time by a Written Direction of the Corporation; (iii) the maturity date or dates, issue date or dates, interest rate or rates (if any) and any other terms of Additional Debentures of such series shall be determined by an executed supplemental indenture or by Written Direction of the Corporation or pursuant to such procedures; and (iv) if provided for in such procedures, such Written Direction of the Corporation may authorize certification and delivery pursuant to oral or electronic instructions from the Corporation which oral or electronic instructions shall be promptly confirmed in writing; (c) an opinion of Counsel, in form and substance satisfactory to the TrusteesTrustee, acting reasonably, to the effect that all requirements imposed by this Indenture and by law in connection with the proposed issue of the Debentures have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, and that upon the execution and authentication of the Debentures, the Debentures will be valid and binding obligations of the Corporation, enforceable in accordance with their terms; and (d) an Officers’ Officer’s Certificate certifying (which Officers’ Certificate shall be in such form that satisfies all applicable lawsa) certifying that the Corporation is not in default under this Indenture, (b) that the terms and conditions for the certification and delivery of the Debentures (including those set forth in Section 15.512.5), have been complied with subject to the delivery of any documents or instruments specified in such Officers’ Officer’s Certificate (c) its constating documents, authorizing resolutions for this Indenture and the other Indenture Documents passed by the Board of Directors and a certificate of incumbency and (d) that no Event of Default exists or will exist upon such certification and delivery. (2) In addition to the documents referred to in Section 2.3(1), the issuance of the Debentures shall be subject to the prior or contemporaneous to fulfilment of the following conditions: (a) execution by the Corporation and the Guarantors and delivery to the Trustee of the Collateral Documents required to be executed and delivered on the date of this Indenture, in a form and substance satisfactory to the Trustee, acting reasonably, providing for a valid Lien over the Property subject to the Liens created thereby to the Trustee subject only to Permitted Liens; (b) the Trustee shall have received a certificate of status or good standing (or equivalent thereof) for the Corporation and each Guarantor, issued by the appropriate governmental body or agency or the jurisdiction in which the Corporation or such Guarantor is incorporated or formed; (c) the Trustee shall have received evidence of registration of the Liens created or intended to be created by the Collateral Documents or notice thereof in the necessary jurisdictions to ensure the perfection and intended priority (subject to Permitted Liens) of such Liens; and (d) receipt by the Trustee of a legal opinion dated and delivered on the date of the Indenture addressing the due authorization, execution and enforceability of the Indenture and the Collateral Documents executed and delivered on the date of this Indenture and the creation and perfection of the security interests created thereby.

Certification and Delivery of Debentures. The Corporation may from time to time request the Trustees Trustee to certify and deliver Initial Debentures or Additional Debentures of any series by delivering to the Trustees Trustee the documents referred to below in this Section 2.6 2.5 whereupon the Trustees Trustee shall certify such Debentures and cause the same to be delivered in accordance with the Written Direction of the Corporation referred to below or pursuant to such procedures acceptable to the Trustees Trustee as may be specified from time to time by a Written Direction of the Corporation. The maturity date, issue date, interest rate (if any) and any other terms of the Debentures of such series, other than with respect to the Initial Debentures, shall be set forth in or determined by or pursuant to such Written Direction of the Corporation and procedures. In certifying such Debentures, the Trustees Trustee shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Officers’ ' Certificate and/or executed supplemental indenture by or pursuant to which the form and terms of the Additional Debentures were established; (b) a Written Direction of the Corporation requesting certification and delivery of Debentures and setting forth delivery instructions, provided that, with respect to Additional Debentures of a series subject to a Periodic Offering: (i) such Written Direction of the Corporation may be delivered by the Corporation to the Trustees Trustee prior to the delivery to the Trustees Trustee of such Additional Debentures of such series for certification and delivery; (ii) the Trustees Trustee shall certify and deliver Additional Debentures of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a Written Direction of the Corporation or pursuant to procedures acceptable to the Trustees Trustee as may be specified from time to time by a Written Direction of the Corporation; (iii) the maturity date or dates, issue date or dates, interest rate or rates (if any) and any other terms of Additional Debentures of such series shall be determined by an executed supplemental indenture or by Written Direction of the Corporation or pursuant to such procedures; and (iv) if provided for in such procedures, such Written Direction of the Corporation may authorize certification and delivery pursuant to oral or electronic instructions from the Corporation which oral or electronic instructions shall be promptly confirmed in writing; (c) an opinion of Counsel, in form and substance satisfactory to the TrusteesTrustee, acting reasonably, to the effect that all requirements imposed by this Indenture and by law in connection with the proposed issue of the Debentures have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, and that upon the execution and authentication of the Debentures, the Debentures will be valid and binding obligations of the Corporation, enforceable in accordance with their terms; and (d) an Officers’ ' Certificate (which Officers’ ' Certificate shall be in such form that satisfies all applicable laws) certifying that the Corporation is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Debentures (including those set forth in Section 15.5), have been complied with subject to the delivery of any documents or instruments specified in such Officers’ ' Certificate and that no Event of Default exists or will exist upon such certification and delivery.

Certification and Delivery of Debentures. The Corporation may from time to time request the Trustees Trustee to certify and deliver Initial Debentures or Additional Debentures of any series by delivering to the Trustees Trustee the documents referred to below in this Section 2.6 2.3 whereupon the Trustees Trustee shall certify such Debentures and cause the same to be delivered in accordance with the Written Direction of the Corporation referred to below or pursuant to such procedures acceptable to the Trustees Trustee as may be specified from time to time by a Written Direction of the Corporation. The maturity date, issue date, interest rate (if any) and any other terms of the Debentures of such series, other than with respect to the Initial Debentures, shall be set forth in or determined by or pursuant to such Written Direction of the Corporation and procedures. In certifying such Debentures, the Trustees Trustee shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) : an Officers’ Certificate and/or executed supplemental indenture by or pursuant to which the form and terms copy of the Additional Debentures were established; (b) this Indenture; a Written Direction of the Corporation requesting certification and delivery of such Debentures and setting forth delivery instructions, provided that, with respect to Additional Debentures of a series subject to a Periodic Offering: (i) such Written Direction of the Corporation may be delivered by the Corporation to the Trustees prior to the delivery to the Trustees of such Additional Debentures of such series for certification and delivery; (ii) the Trustees shall certify and deliver Additional Debentures of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a Written Direction of the Corporation or pursuant to procedures acceptable to the Trustees as may be specified from time to time by a Written Direction of the Corporation; (iii) the maturity date or dates, issue date or dates, interest rate or rates (if any) and any other terms of Additional Debentures of such series shall be determined by an executed supplemental indenture or by Written Direction of the Corporation or pursuant to such procedures; and (iv) if provided for in such procedures, such Written Direction of the Corporation may authorize certification and delivery pursuant to oral or electronic instructions from the Corporation which oral or electronic instructions shall be promptly confirmed in writing; (c) an opinion of Counsel, in form and substance satisfactory to the TrusteesTrustee, acting reasonably, to the effect that all requirements imposed by this Indenture and by law in connection with the proposed issue of the Debentures have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, ; and that upon the execution and authentication of the Debentures, the Debentures will be valid and binding obligations of the Corporation, enforceable in accordance with their terms; and an Officer's Certificate certifying (da) an Officers’ Certificate (which Officers’ Certificate shall be in such form that satisfies all applicable laws) certifying that the Corporation is not in default under this Indenture, (b) that the terms and conditions for the certification and delivery of the Debentures (including those set forth in Section 15.513.5), have been complied with subject to the delivery of any documents or instruments specified in such Officers’ Officer's Certificate (c) its constating documents, authorizing resolutions for this Indenture and the other Indenture Documents passed by the Board of Directors and a certificate of incumbency and (d) that no Event of Default exists or will exist upon such certification and delivery. In addition to the documents referred to in Section 2.3(a), the issuance of the Debentures shall be subject to the prior or contemporaneous fulfilment of the following conditions: execution by the Corporation and delivery to the Trustee of the Collateral Documents required to be executed and delivered on the date of this Indenture, in a form and substance satisfactory to the Trustee, acting reasonably, providing for a valid Lien over the Property subject to the Liens created thereby to the Trustee subject only to Permitted Liens; the Trustee shall have received a certificate of status or good standing (or equivalent thereof) for the Corporation, issued by the appropriate governmental body or agency or the jurisdiction in which the Corporation is incorporated or formed; the Trustee shall have received evidence of registration of the Liens created or intended to be created by the Collateral Documents or notice thereof in the necessary jurisdictions to ensure the perfection and intended priority (subject to Permitted Liens) of such Liens; and receipt by the Trustee of a legal opinion dated and delivered on the date of the Indenture addressing the due authorization, execution and enforceability of the Indenture and the Collateral Documents executed and delivered on the date of this Indenture and the creation and perfection of the security interests created thereby.

Certification and Delivery of Debentures. (1) The Corporation may from time to time request the Trustees Trustee to certify and deliver Initial Debentures or Additional Debentures of any series by delivering to the Trustees Trustee the documents referred to below in this Section 2.6 2.3 whereupon the Trustees Trustee shall certify such Debentures and cause the same to be delivered in accordance with the Written Direction of the Corporation referred to below or pursuant to such procedures acceptable to the Trustees Trustee as may be specified from time to time by a Written Direction of the Corporation. The maturity date, issue date, interest rate (if any) and any other terms of the Debentures of such series, other than with respect to the Initial Debentures, shall be set forth in or determined by or pursuant to such Written Direction of the Corporation and procedures. In certifying such Debentures, the Trustees Trustee shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Officers’ Certificate and/or executed supplemental indenture by or pursuant to which the form and terms copy of the Additional Debentures were establishedthis Indenture; (b) a Written Direction of the Corporation requesting certification and delivery of such Debentures and setting forth delivery instructions, provided that, with respect to Additional Debentures of a series subject to a Periodic Offering: (i) such Written Direction of the Corporation may be delivered by the Corporation to the Trustees prior to the delivery to the Trustees of such Additional Debentures of such series for certification and delivery; (ii) the Trustees shall certify and deliver Additional Debentures of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a Written Direction of the Corporation or pursuant to procedures acceptable to the Trustees as may be specified from time to time by a Written Direction of the Corporation; (iii) the maturity date or dates, issue date or dates, interest rate or rates (if any) and any other terms of Additional Debentures of such series shall be determined by an executed supplemental indenture or by Written Direction of the Corporation or pursuant to such procedures; and (iv) if provided for in such procedures, such Written Direction of the Corporation may authorize certification and delivery pursuant to oral or electronic instructions from the Corporation which oral or electronic instructions shall be promptly confirmed in writing; (c) an opinion of Counsel, in form and substance satisfactory to the TrusteesTrustee, acting reasonably, to the effect that all requirements imposed by this Indenture and by law in connection with the proposed issue of the Debentures have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, and that upon the execution and authentication of the Debentures, the Debentures will be valid and binding obligations of the Corporation, enforceable in accordance with their terms; and (d) an Officers’ Officer’s Certificate certifying (which Officers’ Certificate shall be in such form that satisfies all applicable lawsa) certifying that the Corporation is not in default under this Indenture, (b) that the terms and conditions for the certification and delivery of the Debentures (including those set forth in Section 15.514.5), have been complied with subject to the delivery of any documents or instruments specified in such Officers’ Officer’s Certificate (c) its constating documents, authorizing resolutions for this Indenture and the other Indenture Documents passed by the Board of Directors and a certificate of incumbency and (d) that no Event of Default exists or will exist upon such certification and delivery. (2) In addition to the documents referred to in Section 2.3(1), the issuance of the Debentures shall be subject to the prior to or contemporaneous fulfilment of the following conditions: (a) execution by the Corporation and the Significant Subsidiaries and delivery to the Trustee of the Collateral Documents required to be executed and delivered on the date of this Indenture, in a form and substance satisfactory to the Trustee, acting reasonably, providing for a valid Lien over the Property subject to the Liens created thereby to the Trustee subject only to Permitted Liens; (b) the Trustee shall have received a certificate of status or good standing (or equivalent thereof) for the Corporation and any Significant Subsidiary, issued by the appropriate governmental body or agency or the jurisdiction in which the Corporation is incorporated or formed; (c) the Trustee shall have received evidence of registration of the Liens created or intended to be created by the Collateral Documents (other than as it relates to any Collateral Documents to be entered into by the Target Company, Maricann B.V. or Maricann GmBH) or notice thereof in the necessary jurisdictions to ensure the perfection and intended priority (subject to Permitted Liens) of such Liens; and (d) receipt by the Trustee of a legal opinion dated and delivered on the date of the Indenture addressing the due authorization, execution and enforceability of the Indenture and the Collateral Documents executed and delivered on the date of this Indenture (other than, for certainty, any documents executed and delivered by the Target Company, Maricann B.V. and Maricann GmbH, for which a legal opinion in respect of such documents shall be delivered concurrently with the documents contemplated by Section 6.26, Section 7.1 and Section 7.3) and the creation and perfection of the security interests created thereby.