MANNER PROVIDED IN THIS SECTION.
(B)
THE FACT AND DATE OF THE EXECUTION BY ANY PERSON OF ANY SUCH
INSTRUMENT OR WRITING MAY BE PROVED BY THE CERTIFICATE OF ANY NOTARY PUBLIC OR
OTHER OFFICER OF ANY JURISDICTION AUTHORIZED TO TAKE ACKNOWLEDGMENTS OF DEEDS OR
ADMINISTER OATHS THAT THE PERSON EXECUTING SUCH INSTRUMENT ACKNOWLEDGED TO HIM
THE EXECUTION THEREOF, OR BY AN AFFIDAVIT OF A WITNESS TO SUCH EXECUTION SWORN
TO BEFORE ANY SUCH NOTARY OR SUCH OTHER OFFICER AND WHERE SUCH EXECUTION IS BY
AN OFFICER OF A CORPORATION OR ASSOCIATION, TRUSTEE OF A TRUST OR MEMBER OF A
PARTNERSHIP, ON BEHALF OF SUCH CORPORATION, ASSOCIATION, TRUST OR PARTNERSHIP,
SUCH CERTIFICATE OR AFFIDAVIT SHALL ALSO CONSTITUTE SUFFICIENT PROOF OF HIS
AUTHORITY.
THE FACT AND DATE OF THE EXECUTION OF ANY SUCH INSTRUMENT OR
WRITING, OR THE AUTHORITY OF THE PERSON EXECUTING THE SAME, MAY ALSO BE PROVED
IN ANY OTHER REASONABLE MANNER WHICH THE INDENTURE TRUSTEE DEEMS SUFFICIENT.
(C)
IN DETERMINING WHETHER THE HOLDERS OF NOTES HAVE GIVEN ANY
DIRECTION, CONSENT, REQUEST, DEMAND, AUTHORIZATION, NOTICE, WAIVER OR OTHER ACT
(A "DIRECTION"), UNDER THIS INDENTURE, NOTES OWNED BY WEST OR ANY AFFILIATE OF
ANY SUCH PERSON SHALL BE DISREGARDED AND DEEMED NOT TO BE OUTSTANDING FOR
PURPOSES OF ANY SUCH DETERMINATION.
IN DETERMINING WHETHER THE INDENTURE
TRUSTEE SHALL BE PROTECTED IN RELYING UPON ANY SUCH DIRECTION, ONLY NOTES WHICH
A RESPONSIBLE OFFICER OF THE INDENTURE TRUSTEE ACTUALLY KNOWS TO BE SO OWNED
SHALL BE SO DISREGARDED.
NOTWITHSTANDING THE FOREGOING, (I) IF ANY SUCH PERSON
OWNS 100% OF THE NOTES OF ANY SERIES OUTSTANDING, SUCH NOTES SHALL NOT BE SO
DISREGARDED AS AFORESAID, AND (II) IF ANY AMOUNT OF NOTES OF SUCH SERIES SO
OWNED BY ANY SUCH PERSON HAVE BEEN PLEDGED IN GOOD FAITH, SUCH NOTES SHALL NOT
BE DISREGARDED AS AFORESAID IF THE PLEDGEE ESTABLISHES TO THE SATISFACTION OF
THE INDENTURE TRUSTEE THE PLEDGEE'S RIGHT SO TO ACT WITH RESPECT TO SUCH NOTES
AND THAT THE PLEDGEE IS NOT WEST, WILLIS OR ANY AFFILIATE OF ANY SUCH PERSON.
52
(D)
WEST MAY AT ITS OPTION, BY DELIVERY OF OFFICERS' CERTIFICATES TO
THE INDENTURE TRUSTEE, SET A RECORD DATE OTHER THAN THE RECORD DATE TO DETERMINE
THE NOTEHOLDERS IN RESPECT OF THE NOTES OF ANY SERIES ENTITLED TO GIVE ANY
DIRECTION IN RESPECT OF SUCH NOTES.
SUCH RECORD DATE SHALL BE THE RECORD DATE
SPECIFIED IN SUCH OFFICER'S CERTIFICATE WHICH SHALL BE A DATE NOT MORE THAN 30
DAYS PRIOR TO THE FIRST SOLICITATION OF NOTEHOLDERS IN CONNECTION THEREWITH.
IF
SUCH A RECORD DATE IS FIXED, SUCH DIRECTION MAY BE GIVEN BEFORE OR AFTER SUCH
RECORD DATE, BUT ONLY THE NOTEHOLDERS OF RECORD OF THE APPLICABLE SERIES AT THE
CLOSE OF BUSINESS ON SUCH RECORD DATE SHALL BE DEEMED TO BE NOTEHOLDERS FOR THE
PURPOSES OF DETERMINING WHETHER NOTEHOLDERS OF THE REQUISITE PROPORTION OF
OUTSTANDING NOTES OF SUCH SERIES HAVE AUTHORIZED OR AGREED OR CONSENTED TO SUCH
DIRECTION, AND FOR THAT PURPOSE THE OUTSTANDING NOTES OF SUCH SERIES SHALL