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 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 LATER, THE DATE OF THE MOST RECENT LIST OF HOLDERS REQUIRED TO
BE PROVIDED PURSUANT TO SECTION 9.1) PRIOR TO SUCH FIRST SOLICITATION OR VOTE,
AS THE CASE MAY BE. WITH REGARD TO ANY RECORD DATE, THE HOLDERS ON SUCH DATE (OR
THEIR DULY APPOINTED AGENTS OR PROXIES), AND ONLY