Common use of Completion, Authentication and Delivery of Notes Clause in Contracts

Completion, Authentication and Delivery of Notes. (a) From time to time, an Authorized Individual of the Issuing and Paying Agent shall receive instructions from an Authorized Representative included in Group II on Exhibit A hereto regarding the completion of a Global Security or the authentication and delivery of a Certificated Note. Such Authorized Representative shall also deliver a copy of the Pricing Supplement applicable to the Global Security or Certificated Note to which such instructions relate, to arrive no later than 4:00 p.m. New York City time on the second Business Day preceding the Settlement Date. The Issuing and Paying Agent may rely on such instructions if they are received by one of the Authorized Individuals of the Issuing and Paying Agent or its affiliate named in Exhibit B hereto, or their successors which may be named by the Issuing and Paying Agent (of which the Company shall be notified in writing) from time to time through the use of a facsimile transmission from any person purporting to be any of the individuals included in Group II on Exhibit A hereto. Such instructions shall include the information called for by Item A set forth in Part II or Part III, as applicable, of the Procedures under the caption “Settlement Procedures.” As used herein, the term “Pricing Supplement” refers to (i) a document accompanying and supplementing the Offering Memorandum with respect to the terms of one or more Notes being sold (including a pricing term sheet and/or pricing supplement) or (ii) the confirmation if such document is not delivered in connection with the sale of a Note.