EACH HOLDER OF SECURITIES IN THE MANNER
SET FORTH IN SECTION 1.6, ON OR PRIOR TO THE EXISTING EXPIRATION DATE.
IF AN
EXPIRATION DATE IS NOT DESIGNATED WITH RESPECT TO ANY RECORD DATE SET PURSUANT
TO THIS SECTION 1.4, THE PARTY HERETO THAT SET SUCH RECORD DATE SHALL BE DEEMED
TO HAVE INITIALLY DESIGNATED THE NINETIETH (90TH) DAY AFTER SUCH RECORD DATE AS
THE EXPIRATION DATE WITH RESPECT THERETO, SUBJECT TO ITS RIGHT TO CHANGE THE
EXPIRATION DATE AS PROVIDED IN THIS PARAGRAPH.
NOTWITHSTANDING THE FOREGOING,
NO EXPIRATION DATE SHALL BE LATER THAN THE ONE HUNDRED EIGHTIETH (180TH) DAY
AFTER THE APPLICABLE RECORD DATE.
SECTION 1.5
Notices, Etc.
to Trustee and Company.
(A)
ANY REQUEST, DEMAND, AUTHORIZATION, DIRECTION, NOTICE, CONSENT,
WAIVER, ACT OF HOLDERS, OR OTHER DOCUMENT PROVIDED OR PERMITTED BY THIS
INDENTURE TO BE MADE UPON, GIVEN OR FURNISHED TO, OR FILED WITH:
(I)
THE TRUSTEE BY ANY HOLDER, OR THE COMPANY SHALL BE SUFFICIENT FOR
EVERY PURPOSE HEREUNDER IF MADE, GIVEN, FURNISHED OR FILED IN WRITING TO OR WITH
AND RECEIVED BY THE TRUSTEE AT ITS CORPORATE TRUST OFFICE, OR
(II)
THE COMPANY BY THE TRUSTEE, OR ANY HOLDER SHALL BE SUFFICIENT FOR
EVERY PURPOSE HEREUNDER IF IN WRITING AND MAILED, FIRST CLASS, POSTAGE PREPAID,
TO THE COMPANY ADDRESSED TO IT AT 420 LEXINGTON AVENUE, NEW YORK, NEW YORK
10170, ATTENTION: MICHAEL G. KAVOURIAS, WITH A COPY TO CLIFFORD CHANCE US LLP,
31 WEST 52ND STREET,
11
NEW YORK, NEW YORK 10019, ATTENTION: LARRY P. MEDVINSKY, OR AT ANY OTHER ADDRESS
PREVIOUSLY FURNISHED IN WRITING TO THE TRUSTEE BY THE COMPANY.
(B)
THE TRUSTEE MAY, BUT IS NOT REQUIRED TO, RELY UPON AND COMPLY WITH
INSTRUCTIONS AND DIRECTIONS SENT BY EMAIL OR FACSIMILE, (OR ANY OTHER REASONABLE
MEANS OF COMMUNICATION) BY PERSONS BELIEVED BY THE TRUSTEE IN GOOD FAITH TO BE
AUTHORIZED TO PROVIDE SUCH INSTRUCTIONS OR DIRECTION; PROVIDED, HOWEVER, THAT
THE TRUSTEE MAY REQUIRE SUCH ADDITIONAL EVIDENCE, CONFIRMATION OR CERTIFICATION
FROM ANY SUCH PARTY OR PARTIES AS THE TRUSTEE, IN ITS REASONABLE DISCRETION,
DEEMS NECESSARY OR ADVISABLE BEFORE ACTING OR REFRAINING FROM ACTING UPON ANY
SUCH INSTRUCTION OR DIRECTION.
(C)
THE TRUSTEE AGREES TO ACCEPT AND ACT UPON INSTRUCTIONS OR
DIRECTIONS PURSUANT TO THIS AGREEMENT SENT BY UNSECURED EMAIL, FACSIMILE
TRANSMISSION OR OTHER SIMILAR UNSECURED ELECTRONIC METHODS; PROVIDED, HOWEVER,
THAT ANY PERSON PROVIDING SUCH INSTRUCTIONS OR DIRECTIONS SHALL PROVIDE TO THE
TRUSTEE AN INCUMBENCY CERTIFICATE LISTING SUCH DESIGNATED PERSONS, WHICH
INCUMBENCY CERTIFICATE SHALL BE AMENDED WHENEVER A PERSON IS TO BE ADDED OR
DELETED FROM THE LISTING.
IF SUCH PERSON ELECTS TO GIVE THE TRUSTEE EMAIL OR
FACSIMILE INSTRUCTIONS (OR INSTRUCTIONS BY A SIMILAR ELECTRONIC METHOD) AND THE
TRUSTEE IN ITS DISCRETION ELECTS TO ACT UPON SUCH INSTRUCTIONS, THE TRUSTEE'S
UNDERSTANDING OF SUCH INSTRUCTIONS SHALL BE DEEMED CONTROLLING.
THE TRUSTEE
SHALL NOT BE LIABLE FOR ANY LOSSES, COSTS OR EXPENSES ARISING DIRECTLY OR
INDIRECTLY FROM THE TRUSTEE'S RELIANCE UPON AND COMPLIANCE WITH SUCH
INSTRUCTIONS NOTWITHSTANDING SUCH INSTRUCTIONS CONFLICT OR ARE INCONSISTENT WITH
A SUBSEQUENT WRITTEN INSTRUCTION.