Common use of DEFINITIVE COMPANY PREFERRED CERTIFICATES Clause in Contracts

DEFINITIVE COMPANY PREFERRED CERTIFICATES. If (a) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Company Preferred Certificates, and the Company is unable to locate a qualified successor, (b) the Company elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of a Note Event of Default, Owners of Company Preferred Certificates representing beneficial ownership interests aggregating at least a majority of the Liquidation Amount advise the Company in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Company Preferred Certificates, then the Company shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Company Preferred Certificates of the occurrence of any such event and of the availability of the Definitive Company Preferred Certificates to Owners requesting the same. Upon surrender to the Registrar of the typewritten Company Preferred Certificate or Certificates representing the Book-Entry Company Preferred Certificates by the Clearing Agency, accompanied by registration instructions, the Company shall execute the Definitive Company Preferred Certificates in accordance with the instructions of the Clearing Agency. Neither the Registrar nor the Company shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Company Preferred Certificates, the Company and the Registrar shall recognize the holders of the Definitive Company Preferred Certificates as Securityholders. The Definitive Company Preferred Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Company, as evidenced by the execution thereof by the Company.

DEFINITIVE COMPANY PREFERRED CERTIFICATES. If (a) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Company Preferred Certificates, and the Company is unable to locate a qualified successor, (b) the Company elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of a Note Event of Default, Owners of Company Preferred Certificates representing beneficial ownership interests aggregating at least a majority of the Liquidation Amount advise the Company in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Company Preferred Certificates, then the Company shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Company Preferred Certificates of the occurrence of any such event and of the availability of the Definitive Company Preferred Certificates to Owners requesting the same. Upon surrender to the Registrar of the typewritten Company Preferred Certificate or Certificates representing the Book-Entry Company Preferred Certificates by the Clearing Agency, accompanied by registration instructions, the Company shall execute the Definitive Company Preferred Certificates in accordance with the instructions of the Clearing Agency. Neither the Registrar nor the Company shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Company Preferred Certificates, the Company and the Registrar shall recognize the holders of the Definitive Company Preferred Certificates as Securityholders. The Definitive Company Preferred Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Company, as evidenced by the execution thereof by the Company.