Common use of Certification and Delivery of Debt Securities Clause in Contracts

Certification and Delivery of Debt Securities. The Corporation may from time to time request the Trustee to certify and deliver Debt Securities of any series by delivering to the Trustee the documents referred to below in this Section 2.4 whereupon the Trustee shall certify such Debt Securities and cause the same to be delivered in accordance with the Written Order of the Corporation referred to below or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Written Order of the Corporation. In certifying such Debt Securities the 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shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Certified Resolution, Certificate of the Corporation and/or executed supplemental indenture by or pursuant to which the form and terms of such Debt Securities were established; (b) a Written Order of the Corporation requesting certification and delivery of such Debt Securities and setting forth delivery instructions, provided that, with respect to Debt Securities of a series subject to a Periodic Offering, (i) such Written Order of the Corporation may be delivered by the Corporation to the Trustee prior to the delivery to the Trustee of such Debt Securities of such series for certification and delivery, (ii) the Trustee shall certify and deliver Debt Securities 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 Order of the Corporation or pursuant to procedures acceptable to the Trustee as may be specified from time to time by a Written Order of the Corporation, (iii) the maturity date or dates, issue date or dates, interest rate or rates and any other terms of Debt Securities of such series shall be determined by a Written Order of the Corporation or pursuant to such procedures, and (iv) if provided for in such procedures, such Written Order of the Corporation may authorize certification and delivery pursuant to electronic instructions from the Corporation; (c) an opinion of Counsel that all requirements imposed by this Indenture or by law in connection with the proposed issue of Debt Securities have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, and that the holders of the Debt Securities shall be entitled to all applicable rights hereunder as modified by any applicable Certificate of the Corporation, Written Order of the Corporation or supplemental indenture; and (d) a Certificate of the Corporation certifying that the Corporation is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Debt Securities have been complied with subject to the delivery of any documents or instruments specified in such Certificate and that no default will exist upon such certification and delivery under the provisions of Article 6.

Certification and Delivery of Debt Securities. The Corporation may (a) Subject to the terms and conditions in this Indenture, the Indenture Trustee, from time to time request upon receipt by the Indenture Trustee of a Written Order directing the Indenture Trustee to certify and deliver Debt Securities of any series by delivering to the Trustee the documents referred to below in this Section 2.4 whereupon the Trustee shall certify such Debt Securities and cause certifying that all conditions precedent to the same to be delivered issuance of the Debt Securities herein have been complied with and receipt of an Opinion of Counsel, will certify and make available Debt Securities in accordance with the manner specified in the Written Order of Order, without the Corporation referred to below or pursuant to such procedures acceptable to the Indenture Trustee as may be specified from time to time by a Written Order of the Corporation. In certifying such Debt Securities the 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) a Certified Resolution, Certificate of the Corporation and/or executed supplemental indenture by or pursuant to which the form and terms of such Debt Securities were established;receiving any consideration thereof. (b) a Written Order No Debt Securities will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless it has been certified by or on behalf of the Corporation requesting Indenture Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such certification upon any Debt Securities will be conclusive evidence, and delivery of the only evidence, that such Debt Securities has been duly certified, issued and setting forth delivery instructions, provided that, with respect to Debt Securities of a series subject to a Periodic Offering, (i) such Written Order of the Corporation may be delivered by the Corporation to the Trustee prior to the delivery to the Trustee of such Debt Securities of such series for certification and delivery, (ii) the Trustee shall certify and deliver Debt Securities 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 Order of the Corporation or pursuant to procedures acceptable to the Trustee as may be specified from time to time by a Written Order of the Corporation, (iii) the maturity date or dates, issue date or dates, interest rate or rates and any other terms of Debt Securities of such series shall be determined by a Written Order of the Corporation or pursuant to such procedures, and (iv) if provided for in such procedures, such Written Order of the Corporation may authorize certification and delivery pursuant to electronic instructions from the Corporation;delivered. (c) an opinion The certificate by or on behalf of Counsel that all requirements imposed by the Indenture Trustee will not be construed as a representation or warranty of the Indenture Trustee as to the validity of this Indenture or of any Debt Securities or its issuance (except the due certification thereof by law the Indenture Trustee) or as to the performance by Baytex of its obligations under this Indenture or the Debt Securities and the Indenture Trustee will be in connection with no respect liable or answerable for the proposed issue use made of the proceeds of such Debt Securities. The certificate by or on behalf of the Indenture Trustee on Debt Securities issued under this Indenture will constitute a representation and warranty by the Indenture Trustee that such Debt Securities have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, duly certified by and that the holders on behalf of the Debt Securities shall be entitled Indenture Trustee pursuant to all applicable rights hereunder as modified by any applicable Certificate of the Corporation, Written Order of the Corporation or supplemental indenture; and (d) a Certificate of the Corporation certifying that the Corporation is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Debt Securities have been complied with subject to the delivery of any documents or instruments specified in such Certificate and that no default will exist upon such certification and delivery under the provisions of Article 6this Indenture.

Certification and Delivery of Debt Securities. The Corporation may Whenever any series of Debt Securities has been authorized, the Company may, from time to time request time, subject to the provisions hereof, execute and deliver to the Trustee to for certification, and the Trustee shall thereupon certify and deliver as directed by a Company Certificate, Debt Securities of any series such series, after receipt by delivering to the Trustee the documents referred to below in this Section 2.4 whereupon the Trustee shall certify such Debt Securities and cause the same to be delivered in accordance with the Written Order of the Corporation referred to below or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Written Order of the Corporation. In certifying such Debt Securities the Trustee shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revokedof: (a) a Certified Resolution, Certificate Board Resolution of the Corporation and/or executed supplemental indenture by or pursuant to which Company approving the form creation and terms issue of Debt Securities of the series in the aggregate principal amount therein specified, designating the series of such Debt Securities, authorizing their execution and delivery and approving and authorizing the execution by the Company and delivery to the Trustee of this Indenture (in the case of the first issuance of Debt Securities) and of an indenture supplemental hereto providing for the terms and provisions of the Debt Securities were establishedof such series; (b) a Written Order Board Resolution of the Corporation Guarantor authorizing the execution of the Guarantees of the Debt Securities of the series and approving and authorizing the execution by the Guarantor and delivery to the Trustee of this Indenture (in the case of the first issuance of Debt Securities) and of an indenture supplemental hereto providing for the terms and provisions of the Guarantees of the Debt Securities of such series; (c) this Indenture (in the case of the first issuance of Debt Securities) and an indenture supplemental hereto in form satisfactory to the Trustee providing for the terms and provisions of the Debt Securities of such series and the Guarantees of such Debt Securities in each case duly executed on behalf of the Company and the Guarantor; (d) a Company Certificate, complying with Subsections 1.2(2) and (4), stating that, as of the time that the documents in paragraphs (a), (b), or (c) of this Section 2.2 are delivered to the Trustee, the Company has complied with all conditions contained in this Indenture, the non-compliance with which would, with the giving of notice or the lapse of time, or both, or otherwise, constitute an Event of Default; (e) a Guarantor Certificate, complying with Subsections 1.2(2) and (4), stating that, as of the time that the documents in paragraphs (a), (b), or (c) of this Section 2.2 are delivered to the Trustee, the Guarantor has complied with all conditions contained in this Indenture, the non-compliance with which would, with the giving of notice or the lapse of time, or both, or otherwise, constitute an Event of Default; (f) an Opinion of Counsel, complying with Subsections 1.2(2) and (4), that all legal requirements in respect of the issue of the Debt Securities of such series required to be met as of the time that the documents in paragraphs (a), (b), (c), (d), and (e) of this Section 2.2 are delivered to the Trustee, have been met; and (g) a Company Request requesting certification and delivery of such Debt Securities and setting forth delivery instructions, provided that, with respect to Debt Securities of a series subject to a Periodic Offering, (i) such Written Order one or more of the Corporation may be delivered by the Corporation to the Trustee prior to the delivery to the Trustee of such Debt Securities of such series for certification series. Such Company Request may be contained in a Company Certificate, complying with Subsections 1.2 (2) and delivery, (ii) 4), stating that the Trustee shall certify and deliver Debt Securities of such series for original issue from time to time, conditions in an aggregate principal amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a Written Order of the Corporation or pursuant to procedures acceptable this Indenture relating to the Trustee as may be specified from time to time by a Written Order of the Corporation, (iii) the maturity date or datesissue, issue date or dates, interest rate or rates and any other terms of Debt Securities of such series shall be determined by a Written Order of the Corporation or pursuant to such procedures, and (iv) if provided for in such procedures, such Written Order of the Corporation may authorize certification and delivery pursuant to electronic instructions from the Corporation; (c) an opinion of Counsel that all requirements imposed by this Indenture or by law in connection with the proposed issue of Debt Securities have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, and that the holders of the Debt Securities shall be entitled to all applicable rights hereunder as modified by any applicable Certificate of the Corporation, Written Order of the Corporation or supplemental indenture; and (d) a Certificate of the Corporation certifying that the Corporation is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Debt Securities referred to in such Company Certificate have been complied with subject to in accordance with the delivery terms of any documents or instruments specified in such Certificate and that no default will exist upon such certification and delivery under the provisions of Article 6this Indenture.

Certification and Delivery of Debt Securities. The Corporation may from time to time request the Trustee to certify and deliver Debt Securities of any series by delivering to the Trustee the documents referred to below in this Section 2.4 whereupon the Trustee shall certify such Debt Securities and cause the same to be delivered in accordance with the Written Order of the Corporation referred to below or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Written Order of the Corporation. The maturity date, issue date, interest rate and any other terms of the Debt Securities of such series shall be set forth in or determined by or pursuant to such Written Order of the Corporation and procedures. In certifying such Debt Securities the 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) a Certified Resolution, Certificate of the Corporation and/or executed supplemental indenture by or pursuant to which the form and terms of such Debt Securities were established; (b) a Written Order of the Corporation requesting certification and delivery of such Debt Securities and setting forth delivery instructions, provided that, with respect to Debt Securities of a series subject to a Periodic Offering, (i) such Written Order of the Corporation may be delivered by the Corporation to the Trustee prior to the delivery to the Trustee of such Debt Securities of such series for certification and delivery, (ii) the Trustee shall certify and deliver Debt Securities 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 Order of the Corporation or pursuant to procedures acceptable to the Trustee as may be specified from time to time by a Written Order of the Corporation, (iii) the maturity date or dates, issue date or dates, interest rate or rates and any other terms of Debt Securities of such series shall be determined by a Written Order of the Corporation or pursuant to such procedures, and (iv) if provided for in such procedures, such Written Order of the Corporation may authorize certification and delivery pursuant to electronic instructions from the Corporation; (c) an opinion of Counsel that all requirements imposed by this Indenture or by law in connection with the proposed issue of Debt Securities have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, and that the holders of the Debt Securities shall be entitled to all applicable rights hereunder as modified by any applicable Certificate of the Corporation, Written Order of the Corporation or supplemental indenture; and (d) a Certificate of the Corporation certifying that the Corporation is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Debt Securities have been complied with subject to the delivery of any documents or instruments specified in such Certificate and that no default will exist upon such certification and delivery under the provisions of Article 6.

Certification and Delivery of Debt Securities. The Corporation may (a) Subject to the terms and conditions in this Indenture, the Indenture Trustee, from time to time request upon receipt by the Indenture Trustee to of a Written Order, will certify and deliver make available Debt Securities of any series by delivering to in the Trustee the documents referred to below manner specified in this Section 2.4 whereupon the Trustee shall certify such Debt Securities and cause the same to be delivered in accordance with the Written Order of Order, without the Corporation referred to below or pursuant to such procedures acceptable to the Indenture Trustee as may be specified from time to time by a Written Order of the Corporation. In certifying such Debt Securities the 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) a Certified Resolution, Certificate of the Corporation and/or executed supplemental indenture by or pursuant to which the form and terms of such Debt Securities were established;receiving any consideration thereof. (b) a Written Order No Debt Securities will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless it has been certified by or on behalf of the Corporation requesting Indenture Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such certification upon any Debt Securities will be conclusive evidence, and delivery of the only evidence, that such Debt Securities has been duly certified, issued and setting forth delivery instructions, provided that, with respect to Debt Securities of a series subject to a Periodic Offering, (i) such Written Order of the Corporation may be delivered by the Corporation to the Trustee prior to the delivery to the Trustee of such Debt Securities of such series for certification and delivery, (ii) the Trustee shall certify and deliver Debt Securities 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 Order of the Corporation or pursuant to procedures acceptable to the Trustee as may be specified from time to time by a Written Order of the Corporation, (iii) the maturity date or dates, issue date or dates, interest rate or rates and any other terms of Debt Securities of such series shall be determined by a Written Order of the Corporation or pursuant to such procedures, and (iv) if provided for in such procedures, such Written Order of the Corporation may authorize certification and delivery pursuant to electronic instructions from the Corporation;delivered. (c) an opinion The certificate by or on behalf of Counsel that all requirements imposed by the Indenture Trustee will not be construed as a representation or warranty of the Indenture Trustee as to the validity of this Indenture or of any Debt Securities or its issuance (except the due certification thereof by law the Indenture Trustee) or as to the performance by the Trust of its obligations under this Indenture or the Debt Securities and the Indenture Trustee will be in connection with no respect liable or answerable for the proposed issue use made of the proceeds of such Debt Securities. The certificate by or on behalf of the Indenture Trustee on Debt Securities issued under this Indenture will constitute a representation and warranty by the Indenture Trustee that such Debt Securities have been complied with, subject to the delivery of certain documents or instruments specified in such opinion, duly certified by and that the holders on behalf of the Debt Securities shall be entitled Indenture Trustee pursuant to all applicable rights hereunder as modified by any applicable Certificate of the Corporation, Written Order of the Corporation or supplemental indenture; and (d) a Certificate of the Corporation certifying that the Corporation is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Debt Securities have been complied with subject to the delivery of any documents or instruments specified in such Certificate and that no default will exist upon such certification and delivery under the provisions of Article 6this Indenture.