Common use of Authentication and Delivery of Convertible Debentures Clause in Contracts

Authentication and Delivery of Convertible Debentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Convertible Debentures in the aggregate principal amount of up to $185,567,010 executed by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery such Convertible Debentures to or upon the written order of the Company, signed by both (i) the chairman of its Board of Directors, or any vice chairman of its Board of Directors, or its president or any vice president and (ii) its treasurer or any assistant treasurer or its secretary or any assistant secretary, without any further action by the Company. In authenticating such Convertible Debentures and accepting the additional responsibilities under this Indenture in relation to such Convertible Debentures, the Trustee shall be provided with and (subject to Section 6.1) shall be fully protected in relying upon: (a) a copy of any resolution or resolutions of the Board of Directors relating to the issuance of such Convertible Debentures, in each case certified by the secretary or an assistant secretary of the Company; (b) a supplemental indenture, if any; (c) an Opinion of Counsel, prepared in accordance with Section 15.5, which shall state that the Convertible Debentures have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. Notwithstanding the provisions of the preceding paragraph, if the Convertible Debentures are not to be originally issued at one time, it shall not be necessary to deliver the resolution of the Board of Directors and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Convertible Debenture if such documents are delivered at or prior to the time of authentication upon original issuance of the first Convertible Debentures to be issued. After the original issuance of the first Convertible Debenture to be issued, any separate written request by the Company that the Trustee authenticate Convertible Debentures for original issuance will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Convertible Debentures. The Trustee shall have the right to decline to authenticate and deliver any Convertible Debentures under this Section if the Trustee is advised by counsel in good faith that the issuance of such Convertible Debentures would expose the Trustee to personal liability or is unlawful. If the Convertible Debentures are to be issued in the form of one or more Global Debentures, then the Company shall execute and the Trustee shall, in accordance with this Section, authenticate and deliver one or more Global Debentures that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Convertible Debentures issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Debenture or Convertible Debentures or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Convertible Debentures in definitive registered form, this Convertible Debenture may not be transferred except as a whole by the Depositary to the nominee of 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 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation to be so registered to act as such depositary.

Authentication and Delivery of Convertible Debentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Convertible Debentures in the aggregate principal amount of up to $185,567,010 154,650,000 executed by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery such Convertible Debentures to or upon the written order of the Company, signed by both (i) the chairman of its Board of DirectorsTrustees, or any vice chairman of its Board of DirectorsTrustees, or its president or any vice president and (ii) its chief financial officer, treasurer or any assistant treasurer or its secretary or any assistant secretary, without any further action by the Company. In authenticating such Convertible Debentures and accepting the additional responsibilities under this Indenture in relation to such Convertible Debentures, the Trustee shall be provided with entitled to receive and (subject to Section Section 6.1) shall be fully protected in relying upon: (a) a copy of any resolution or resolutions of the Board of Directors Trustees relating to the issuance of such Convertible Debentures, in each case certified by the secretary or an assistant secretary of the Company; (b) a supplemental indenture, if any; (c) an Opinion of Counsel, prepared in accordance with Section 15.5, which shall state that the Convertible Debentures have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other laws relating to or affecting the 727411.13 12 enforcement of creditors' rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. Notwithstanding the provisions of the preceding paragraph, if the Convertible Debentures are not to be originally issued at one time, it shall not be necessary to deliver the resolution of the Board of Directors Trustees and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Convertible Debenture if such documents are delivered at or prior to the time of authentication upon original issuance of the first Convertible Debentures to be issued. After the original issuance of the first Convertible Debenture to be issued, any separate written request by the Company that the Trustee authenticate Convertible Debentures for original issuance will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Convertible Debentures. The Trustee shall have the right to decline to authenticate and deliver any Convertible Debentures under this Section if the Trustee is advised by counsel in good faith that the issuance of such Convertible Debentures would expose the Trustee to personal liability or is unlawful. If the Convertible Debentures are to be issued in the form of one or more Global Debentures, then the Company shall execute and the Trustee shall, in accordance with this Section, authenticate and deliver one or more Global Debentures that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Convertible Debentures issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Debenture or Convertible Debentures or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Convertible Debentures in definitive registered form, this Convertible Debenture may not be transferred except as a whole by the Depositary to the nominee of 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 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation to be so registered to act as such depositary.

Authentication and Delivery of Convertible Debentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Convertible Debentures in the aggregate principal amount of up $25,775,000 plus any additional Convertible Debentures issuable pursuant to $185,567,010 Section 2.5(c) hereof and any additional Convertible Debentures issuable pursuant to the Preferred Securities Guarantee and the Common Securities Guarantee executed by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery such Convertible Debentures to or upon the written order of the Company, signed by both (i) the chairman of its Board of Directors, or any vice chairman of its Board of Directors, or its president or any vice president and (ii) its chief financial officer, chief accounting officer, treasurer or any assistant treasurer or its secretary or any assistant secretary, without any further action by the Company. In authenticating such Convertible Debentures and accepting the additional responsibilities under this Indenture in relation to such Convertible Debentures, the Trustee shall be provided with entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon: (a) a copy of any resolution or resolutions of the Board of Directors relating to the issuance of such Convertible Debentures, in each case certified by the secretary or an assistant secretary of the Company; (b) a supplemental indenture, if any; (c) an Opinion of Counsel, prepared in accordance with Section 15.514.5, which shall state that the Convertible Debentures have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. Notwithstanding the provisions of the preceding paragraph, if the Convertible Debentures are not to be originally issued at one time, it shall not be necessary to deliver the resolution of the Board of Directors Trustees and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Convertible Debenture if such documents are delivered at or prior to the time of authentication upon original issuance of the first Convertible Debentures to be issued. After the original issuance of the first Convertible Debenture to be issued, any separate written request by the Company that the Trustee authenticate Convertible Debentures for original issuance will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Convertible Debentures. The Trustee shall have the right to decline to authenticate and deliver any Convertible Debentures under this Section if the Trustee is advised by counsel in good faith that the issuance of such Convertible Debentures would expose the Trustee to personal liability or is unlawful. If the Convertible Debentures are to be issued in the form of one or more Global Debentures, then the Company shall execute and the Trustee shall, in accordance with this Section, authenticate and deliver one or more Global Debentures that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Convertible Debentures issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Debenture or Convertible Debentures or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Convertible Debentures in definitive registered form, this Convertible Debenture may not be transferred except as a whole by the Depositary to the nominee of 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 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation to be so registered to act as such depositary.

Authentication and Delivery of Convertible Debentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Convertible Debentures in the aggregate principal amount of up to $185,567,010 206,186,000 executed by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery such Convertible Debentures to or upon the written order of the Company, signed by both (i) the chairman of its Board of Directors, or any vice chairman of its Board of Directors, or its president or any vice president and (ii) its treasurer or any assistant treasurer or its secretary or any assistant secretary, without any further action by the Company. In authenticating such Convertible Debentures and accepting the additional responsibilities under this Indenture in relation to such Convertible Debentures, the Trustee shall be provided with entitled to receive and (subject to Section Section 6.1) shall be fully protected in relying upon: (a) a copy of any resolution or resolutions of the Board of Directors relating to the issuance of such Convertible Debentures, in each case certified by the secretary or an assistant secretary of the Company; (b) a supplemental indenture, if any; (c) an Opinion of Counsel, prepared in accordance with Section 15.5, which shall state that the Convertible Debentures have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. Notwithstanding the provisions of the preceding paragraph, if the Convertible Debentures are not to be originally issued at one time, it shall not be necessary to deliver the resolution of the Board of Directors and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Convertible Debenture Deben- ture if such documents are delivered at or prior to the time of authentication upon original issuance of the first Convertible Debentures to be issued. After the original issuance of the first Convertible Debenture to be issued, any separate written request by the Company that the Trustee authenticate Convertible Debentures for original issuance will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Convertible Debentures. The Trustee shall have the right to decline to authenticate and deliver any Convertible Debentures under this Section if the Trustee is advised by counsel in good faith that the issuance of such Convertible Debentures would expose the Trustee to personal liability or is unlawful. If the Convertible Debentures are to be issued in the form of one or more Global Debentures, then the Company shall execute and the Trustee shall, in accordance with this Section, authenticate and deliver one or more Global Debentures that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Convertible Debentures issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Debenture or Convertible Debentures or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Convertible Debentures in definitive registered form, this Convertible Debenture may not be transferred except as a whole by the Depositary to the nominee of 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 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation to be so registered to act as such depositary.