IS OR ARE DELIVERED TO THE TRUSTEE, AND,
WHERE IT IS HEREBY EXPRESSLY REQUIRED, TO THE COMPANY.
SUCH INSTRUMENT OR
INSTRUMENTS (AND THE ACTION EMBODIED THEREIN AND EVIDENCED THEREBY) ARE HEREIN
SOMETIMES REFERRED TO AS THE "ACT" OF THE HOLDERS SIGNING SUCH INSTRUMENT OR
INSTRUMENTS.
PROOF OF EXECUTION OF ANY SUCH INSTRUMENT OR OF A WRITING
APPOINTING ANY SUCH AGENT SHALL BE SUFFICIENT FOR ANY PURPOSE OF THIS INDENTURE
AND CONCLUSIVE IN FAVOR OF THE TRUSTEE AND THE COMPANY, IF MADE IN THE MANNER
PROVIDED IN THIS SECTION 1.4.
(B)
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 THE CERTIFICATE OF ANY NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED
BY LAW TO TAKE ACKNOWLEDGMENTS OF DEEDS, CERTIFYING THAT THE INDIVIDUAL SIGNING
SUCH INSTRUMENT OR WRITING ACKNOWLEDGED TO HIM OR HER THE EXECUTION THEREOF.
WHERE SUCH EXECUTION IS BY A PERSON ACTING IN OTHER THAN HIS OR HER INDIVIDUAL
CAPACITY, SUCH CERTIFICATE OR AFFIDAVIT SHALL ALSO CONSTITUTE SUFFICIENT PROOF
OF HIS OR HER AUTHORITY.
THE FACT AND DATE OF THE EXECUTION BY ANY PERSON OF
ANY SUCH INSTRUMENT OR WRITING, OR THE AUTHORITY OF THE PERSON EXECUTING THE
SAME, MAY ALSO BE PROVED IN ANY OTHER MANNER THAT THE TRUSTEE DEEMS SUFFICIENT
AND IN ACCORDANCE WITH SUCH REASONABLE RULES AS THE TRUSTEE MAY DETERMINE.
(C)
THE OWNERSHIP OF SECURITIES SHALL BE PROVED BY THE SECURITIES
REGISTER.
(D)
ANY REQUEST, DEMAND, AUTHORIZATION, DIRECTION, NOTICE, CONSENT,
WAIVER OR OTHER ACTION BY THE HOLDER OF ANY SECURITY SHALL BIND EVERY FUTURE
HOLDER OF THE SAME SECURITY AND THE HOLDER OF EVERY SECURITY ISSUED UPON THE
REGISTRATION OF TRANSFER THEREOF OR IN EXCHANGE THEREFOR OR IN LIEU THEREOF IN
RESPECT OF ANYTHING DONE OR SUFFERED TO BE DONE BY THE TRUSTEE OR THE COMPANY IN
RELIANCE THEREON, WHETHER OR NOT NOTATION OF SUCH ACTION IS MADE UPON SUCH
SECURITY.
(E)
WITHOUT LIMITING THE FOREGOING, A HOLDER ENTITLED TO TAKE ANY
ACTION HEREUNDER WITH REGARD TO ANY PARTICULAR SECURITY MAY DO SO WITH REGARD TO
ALL OR ANY PART OF THE PRINCIPAL AMOUNT OF SUCH SECURITY OR BY ONE OR MORE DULY
APPOINTED AGENTS EACH OF WHICH MAY DO SO PURSUANT TO SUCH APPOINTMENT WITH
REGARD TO ALL OR ANY PART OF SUCH PRINCIPAL AMOUNT.
(F)
EXCEPT AS SET FORTH IN PARAGRAPH (G) OF THIS SECTION 1.4, THE
COMPANY MAY SET ANY DAY AS A RECORD DATE FOR THE PURPOSE OF DETERMINING THE
HOLDERS OF OUTSTANDING SECURITIES
12
ENTITLED TO GIVE, MAKE OR TAKE ANY REQUEST, DEMAND, AUTHORIZATION, DIRECTION,
NOTICE, CONSENT, WAIVER OR OTHER ACTION PROVIDED OR PERMITTED BY THIS INDENTURE
TO BE GIVEN, MADE OR TAKEN BY HOLDERS OF SECURITIES.
IF ANY RECORD DATE IS SET
PURSUANT TO THIS PARAGRAPH, THE HOLDERS OF OUTSTANDING SECURITIES ON SUCH RECORD
DATE, AND NO OTHER HOLDERS, SHALL BE ENTITLED TO TAKE THE RELEVANT ACTION,
WHETHER OR NOT SUCH HOLDERS REMAIN HOLDERS AFTER SUCH RECORD DATE; PROVIDED