OTHER ACTION PROVIDED OR PERMITTED BY THIS INDENTURE TO BE GIVEN OR
TAKEN BY HOLDERS OF SECURITIES MAY BE EMBODIED IN AND EVIDENCED BY ONE OR MORE
INSTRUMENTS OF SUBSTANTIALLY SIMILAR TENOR SIGNED BY SUCH HOLDERS IN PERSON OR
BY AN AGENT OR PROXY DULY APPOINTED IN WRITING; AND, EXCEPT AS HEREIN OTHERWISE
EXPRESSLY PROVIDED, SUCH ACTION SHALL BECOME EFFECTIVE WHEN SUCH INSTRUMENT OR
INSTRUMENTS ARE DELIVERED TO THE TRUSTEE AND, WHERE IT IS HEREBY EXPRESSLY
REQUIRED, TO THE COMPANY. THE TRUSTEE SHALL PROMPTLY DELIVER TO THE COMPANY
COPIES OF ALL SUCH INSTRUMENTS AND RECORDS DELIVERED TO THE TRUSTEE. SUCH
INSTRUMENT OR INSTRUMENTS (AND THE ACTION EMBODIED THEREIN AND EVIDENCED
THEREBY) ARE HEREIN SOMETIMES REFERRED TO AS THE "ACT" OF THE HOLDERS OF
SECURITIES SIGNING SUCH INSTRUMENT OR INSTRUMENTS. PROOF OF EXECUTION OF ANY
SUCH INSTRUMENT OR OF A WRITING APPOINTING ANY SUCH AGENT OR PROXY, OR OF THE
HOLDING BY ANY PERSON OF A SECURITY, SHALL BE SUFFICIENT FOR ANY PURPOSE OF THIS
INDENTURE AND (SUBJECT TO SECTION 6.1) CONCLUSIVE IN FAVOR OF THE TRUSTEE AND
THE COMPANY IF MADE IN THE MANNER PROVIDED IN THIS SECTION.
(2)
THE FACT AND DATE OF THE EXECUTION BY ANY PERSON OF ANY SUCH
INSTRUMENT OR WRITING MAY BE PROVED BY THE AFFIDAVIT OF A WITNESS OF SUCH
EXECUTION OR BY A CERTIFICATE OF A NOTARY PUBLIC
14
OR OTHER OFFICER AUTHORIZED BY LAW TO TAKE ACKNOWLEDGMENTS OF DEEDS, CERTIFYING
THAT THE INDIVIDUAL SIGNING SUCH INSTRUMENT OR WRITING ACKNOWLEDGED TO HIM THE
EXECUTION THEREOF. WHERE SUCH EXECUTION IS BY A SIGNER ACTING IN A CAPACITY
OTHER THAN HIS INDIVIDUAL CAPACITY, SUCH CERTIFICATE OR AFFIDAVIT SHALL ALSO
CONSTITUTE SUFFICIENT PROOF OF HIS AUTHORITY.
(3)
THE PRINCIPAL AMOUNT AND SERIAL NUMBER OF ANY SECURITY HELD BY ANY
PERSON, AND THE DATE OF HIS HOLDING THE SAME, SHALL BE PROVED BY THE SECURITY
REGISTER.
(4)
THE FACT AND DATE OF EXECUTION OF ANY SUCH INSTRUMENT OR WRITING AND
THE AUTHORITY OF THE PERSON EXECUTING THE SAME MAY ALSO BE PROVED IN ANY OTHER
MANNER WHICH THE TRUSTEE DEEMS SUFFICIENT; AND THE TRUSTEE MAY IN ANY INSTANCE
REQUIRE FURTHER PROOF WITH RESPECT TO ANY OF THE MATTERS REFERRED TO IN THIS
SECTION.
(5)
THE COMPANY MAY SET ANY DAY AS THE RECORD DATE FOR THE PURPOSE OF
DETERMINING THE HOLDERS ENTITLED TO GIVE OR TAKE ANY REQUEST, DEMAND,
AUTHORIZATION, DIRECTION, NOTICE, CONSENT, WAIVER OR OTHER ACTION, OR TO VOTE ON
ANY ACTION, AUTHORIZED OR PERMITTED BY THIS INDENTURE TO BE GIVEN OR TAKEN BY
HOLDERS. PROMPTLY AND IN ANY CASE NOT LATER THAN TEN DAYS AFTER SETTING A RECORD
DATE, THE COMPANY SHALL NOTIFY THE TRUSTEE AND THE HOLDERS OF SUCH RECORD DATE.
IF NOT SET BY THE COMPANY PRIOR TO THE FIRST SOLICITATION OF A HOLDER MADE BY
ANY PERSON IN RESPECT OF ANY SUCH ACTION, OR, IN THE CASE OF ANY SUCH VOTE,
PRIOR TO SUCH VOTE, THE RECORD DATE FOR ANY SUCH ACTION OR VOTE SHALL BE THE
30TH DAY (OR, IF