Common use of Acts of Securityholders Clause in Contracts

Acts of Securityholders. Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholders; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust and (subject to Section 8.01) conclusive in favor of the Trustees, if made in the manner provided in this Section. The fact and date of the execution by any Person of any such instrument or writing may be provided 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. 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 manner that any Trustee receiving the same deems sufficient.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust the Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission which identifies the Securityholders or Owners following any termination of documents containing the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the proposal on which such consent is requested and certifies such Securityholders’ consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Notes are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Notes have taken any action as herein provideddescribed, the acts principal amount of such Notes shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Notes are denominated (as evidenced to the Trustee by an Officer’s Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust the Indenture and (subject to Section 8.016.01) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 such officer the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Notes shall be proved by the security register for the Notes. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. Such record date shall be the later of 10 days prior to the first solicitation of such action or the date of the most recent list of Holders furnished to the Trustee pursuant to Section 2.05. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Notes outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of the Indenture not later than six months after the record date, and that no such authorization, agreement or consent may be amended, withdrawn or revoked once given by a Holder, unless the Company shall provide for such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations, agreements or consents or unless and to the extent required by applicable law. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted 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 Note.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. Such record date shall be the later of 20 days prior to the first solicitation of such action or the date of the most recent list of Holders furnished to the Trustee pursuant to Section 701. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date, and that no such authorization, agreement or consent may be amended, withdrawn or revoked once given by a Holder, unless the Company shall provide for such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations, agreements or consents or unless and to the extent required by applicable law. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the 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.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such 19 12 Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the 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.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any Series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed or If any Securities are denominated in a Currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter orspot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers, following removal Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a any notary public or other officer authorized by law to take acknowledgments of deeds, deeds certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner admitted by the law of the jurisdiction where the document was issued. (c) The ownership of Securities shall not be proved by the Security Register and co-Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Corporate Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee receiving or the same deems sufficientCompany in reliance thereon whether or not notation of such action is made upon such Security. (f) Without limiting the foregoing, a Holder entitled hereunder to give or take any such action 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 different part of such principal amount.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Issuer and/or the Co-Issuer. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01) conclusive in favor of the TrusteesTrustee, the Issuer and the Co-Issuer, if made in the manner provided in this Section. Section 14.2. (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved in any manner which the Trustee deems sufficient. (c) The principal amount and registered numbers of Notes held by any Person, and 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 date of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing holding the same, may also shall be proved by the Notes Register. The registered numbers of the Income Notes held by any Person, and the date of his holding the same, shall be proved by the register maintained with respect to the Income Notes. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Securityholder shall bind such Securityholder (and any transferee thereof) of such Security and of every Security issued upon the registration thereof or in any other manner that any Trustee receiving exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the same deems sufficientTrustee, the Issuer or the Co-Issuer in reliance thereon, whether or not notation of such action is made upon such Security.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as 21 13 provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the 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. Section 105. Notices, etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Securityholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Securityholder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (2) the Company by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (except as provided in Section 501(4) or, in the case of a request for repayment, as specified in the Security carrying the right to repayment) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such securities are denominated (as evidenced to the Trustee by an Officers’ Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 manner that any which the Trustee receiving the same deems sufficient. (c) The ownership, principal amount and serial numbers of Securities held by any Person, and the date of commencement of such Person’s holding the same, shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date, and that no such authorization, agreement or consent may be amended, withdrawn or revoked once given by a Holder, unless the Company shall provide for such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations, agreements or consents or unless and to the extent required by applicable law. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the 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.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission that identifies the Securityholders or Owners following any termination of documents containing the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the proposal on which such consent is requested and certifies such Securityholders’ consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers’ Certificate) as of the Underwriter date the taking of such action by the SecurityholdersHolders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. If any Securities are Original Issue Discount Securities, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount of such Original Issue Discount Securities shall be deemed to be the amount of the principal thereof that would be due and payable upon a declaration of acceleration of the Maturity thereof as of the date the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in the first sentence of this Section 1.04(a). Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to to Section 8.016.01) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. Such record date shall be the later of 10 days prior to the first solicitation of such action or the date of the most recent list of Holders furnished to the Trustee pursuant to Section 7.01. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date, and that no such authorization, agreement or consent may be amended, withdrawn or revoked once given by a Holder, unless the Company shall provide for such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations, agreements or consents or unless and to the extent required by applicable law. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind 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.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than 19 12 that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders 20 13 for the purposes of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the 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.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the 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. Section 105. Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Securityholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Securityholder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (2) the Company by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (except as provided in Section 501(4) or, in the case of a request for repayment, as specified in the Security carrying the right to repayment) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company. Section 106. Notices to Securityholders; Waiver. Where this Indenture or any Security provides for notice to Securityholders of any event, such notice shall be sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed, first-class postage prepaid, to each Securityholder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Securityholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Securityholder shall affect the sufficiency of such notice with respect to other Securityholders. Where this Indenture or any Security provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Securityholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it shall be impractical to mail notice of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as shall be satisfactory to the Trustee and the Company shall be deemed to be a sufficient giving of such notice.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Issuer and/or the Co-Issuer. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01) conclusive in favor of the TrusteesTrustee, the Issuer and the Co-Issuer, if made in the manner provided in this Section. Section 14.2. (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved in any manner which the Trustee deems sufficient. (c) The principal amount and registered numbers of Notes held by any Person, and 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 date of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing holding the same, may also shall be proved by the Notes Register. The registered numbers of the Preferred Shares held by any Person, and the date of his holding the same, shall be proved by the register maintained with respect to the Preferred Shares. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Securityholder shall bind such Securityholder (and any transferee thereof) of such Security and of every Security issued upon the registration thereof or in any other manner that any Trustee receiving exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the same deems sufficientTrustee, the Preferred Shares Paying Agent, the Shares Registrar, the Issuer or the Co-Issuer in reliance thereon, whether or not notation of such action is made upon such Security.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Issuer and/or the Co-Issuer. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01) conclusive in favor of the TrusteesTrustee, the Issuer and the Co-Issuer, if made in the manner provided in this Section. Section 14.2. (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved in any manner which the Trustee deems sufficient. (c) The principal amount and registered numbers of Notes held by any Person, and 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 date of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing holding the same, may also shall be proved by the Notes Register. The Notional Amount and registered numbers of the Preferred Shares held by any Person, and the date of his holding the same, shall be proved by the register maintained with respect to the Preferred Shares. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Securityholder shall bind such Securityholder (and any transferee thereof) of such Security and of every Security issued upon the registration thereof or in any other manner that any Trustee receiving exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the same deems sufficientTrustee, the Preferred Shares Paying Agent, the Shares Registrar, the Issuer or the Co-Issuer in reliance thereon, whether or not notation of such action is made upon such Security.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be givenmade, made given or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other agent duly appointed in writing writing. If Securities of a series are issuable in whole or in part as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Securityholders may, alternatively, be embodied in and evidenced by the record of Securityholders voting in favor thereof, either in person or Owners following by proxies duly appointed in writing, at any termination meeting of Securityholders duly called and held in accordance with the appointment provisions of the Underwriter Article Thirteen, or a combination of such instrument or instruments and any such record. Except as agent by them or resignation by the Underwriter as agent for the Securityholders; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments or record or both are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners signing such instrument or instrumentsinstruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Declaration of Trust Indenture and (subject to Section 8.016.01) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. The record of any meeting of Securityholders shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by (c) The ownership of Registered Securities shall be proved by the affidavit Security Register. (d) The ownership, principal amount and serial numbers of a witness Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such execution Bearer Securities or by a certificate of a notary public executed, as depositary, by any trust company, bank, banker or other officer authorized depositary, wherever situated, if such certificate shall be deemed by law the Trustee to take acknowledgments be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities in the amount and with the serial numbers therein described; or such facts may be proved by the certificate or affidavit of deedsthe Person holding such Bearer Securities, 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, if such certificate or affidavit shall also constitute sufficient proof of his authorityis deemed by the Trustee to be satisfactory. The fact Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of the execution of any such instrument or writing, or the authority of the Person executing holding the same, may also be proved in any other manner that which the Company and the Trustee deem sufficient. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Trustee receiving Security shall bind every subsequent Holder of the same deems sufficient.Security and the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered or omitted to be done by the Trustee, any Security Registrar, any

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission which identifies the Securityholders or Owners following any termination of documents containing the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the proposal on which such consent is requested and certifies such Securityholders' consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the SecurityholdersHolders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. If any Securities are Original Issue Discount Securities, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount of such Original Issue Discount Securities shall be deemed to be the amount of the principal thereof that would be due and payable upon a declaration of accelleration of the Maturity thereof as of the date the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in the first sentence of this Section 1.04(a). Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.016.01) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. Such record date shall be the later of 10 days prior to the first solicitation of such action or the date of the most recent list of Holders furnished to the Trustee pursuant to Section 7.01. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date, and that no such authorization, agreement or consent may be amended, withdrawn or revoked once given by a Holder, unless the Company shall provide for such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations, agreements or consents or unless and to the extent required by applicable law. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind 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.

Acts of Securityholders. Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Agreement to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Agreement and (subject to Section 8.018.1) conclusive in favor of the Trustees, if made in the manner provided in this Section. The fact and date of the execution by any Person of any such instrument or writing may be provided 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. 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 manner that which any Trustee receiving the same deems sufficient.. The ownership of Preferred Securities shall be proved by the Securities Register. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Securityholder of any Trust Security shall bind every future Securityholder of the same Trust

Acts of Securityholders. Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Agreement to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing or may be embodied in and evidenced by the record of Securityholders voting in favor thereof, either in person or Owners following by proxies duly appointed in writing, at any termination meeting of Securityholders duly called and held in accordance with the appointment provisions of the Underwriter as agent by them this Article 6, or resignation by the Underwriter as agent for the Securityholders; a combination of such instruments or record and, except as herein otherwise expressly provided hereinprovided, such action shall will become effective when such instrument or instruments or record or both are delivered to an the Administrative TrusteeTrustees. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust Agreement and (subject to Section 8.018.1) conclusive in favor of the Trustees, if made in the manner provided in this Section. The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer 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. 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 manner that which any Trustee receiving the same deems sufficient. Any Act of Securityholders may also be taken by electronic means through any program administered by the Clearing Agency and shall be evidenced in accordance with its rules and procedures. The ownership of Preferred Securities shall be proved by the Securities Register. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Securityholder of any Trust Security shall bind every future Securityholder of the same Trust Security and the Securityholder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustees or the Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security. Without limiting the foregoing, a Securityholder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust 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 Liquidation Amount. If any dispute shall arise between the Securityholders and the Administrative Trustees or among such Securityholders or Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Securityholder or Trustee under this Article 6, then the determination of such matter by the Property Trustee shall be conclusive with respect to such matter.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be givenmade, made given or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other agent duly appointed in writing writing. If Securities of a series are issuable in whole or in part as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Securityholders may, alternatively, be embodied in and evidenced by the record of Securityholders voting in favor thereof, either in person or Owners following by proxies duly appointed in writing, at any termination meeting of Securityholders duly called and held in accordance with the appointment provisions of the Underwriter Article Thirteen, or a combination of such instrument or instruments and any such record. Except as agent by them or resignation by the Underwriter as agent for the Securityholders; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments or record or both are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners signing such instrument or instrumentsinstruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Declaration of Trust Indenture and (subject to Section 8.016.01) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. The record of any meeting of Securityholders shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by (i) the affidavit of a witness of such execution or by a (ii) the certificate of a 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 the execution thereof. Where such execution is by a signer person acting in a capacity other than his individual capacity, 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 person executing the same, may also be proved in any other reasonable manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Registered Securities shall be proved by the Security Register. (d) The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities in the amount and with the serial numbers therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may also be proved in any other manner which the Company and the Trustee deem sufficient. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every subsequent Holder of the same Security and the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered or omitted to be done by the Trustee, any Security Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security. (f) If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided, that, no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the 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. Section 105. Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Securityholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Securityholder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (2) the Company by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (except as provided in Section 501(4) or, in the case of a request for repayment, as specified in the Security carrying the right to repayment) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 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. 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 manner that any Trustee receiving the same deems sufficient.the

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Agreement to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholders; writing, and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Agreement and (subject to Section 8.01801) conclusive in favor of the Trustees, if made in the manner provided in this Section. Section 608. (b) The fact and date of the execution by any Person of any such instrument or writing may be provided 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. 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 manner that which any Trustee receiving the same deems sufficient. (c) The ownership of Preferred Securities shall be proved by the Securities Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the securityholder of any Trust Security shall bind every future Securityholder of the same

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver waiver, modification, supplement, or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders (collectively, an "ACT" of such Securityholders, which term also shall refer to the instruments or Owners record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Securityholders voting in favor thereof, either in person or Owners following by proxies duly appointed in writing, at any termination meeting of Securityholders duly called and held in accordance with the appointment provisions of the Underwriter Article 8, or a combination of such instruments and any such record. Except as agent by them or resignation by the Underwriter as agent for the Securityholders; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments or record, or both, are delivered to an Administrative the Trustee. Until removed or , and when it is specifically required herein, to the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners signing such instrument or instrumentsIssuer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Declaration of Trust Indenture and (subject to Section 8.016.1) conclusive in favor of the TrusteesTrustee and the Issuer, if made in the manner provided in this SectionSection 7.1. The record of any meeting of Securityholders shall be proved in the manner provided in Section 8.5. (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness of to such execution or by a certificate of a sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a signer acting in a capacity other than his individual capacitycorporation or association or of the Issuer, on behalf of such corporation, association or the Issuer, such certificate or affidavit shall also constitute sufficient proof of his such Person's 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 manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of the Securities, the principal amount and serial numbers of Securities held by any Person, and the date or dates of holding the same, shall be proved by the Security Register and the Trustee shall not be affected by notice to the contrary. (d) Any Act by the Securityholders (i) shall bind the holder of each Security and every future Securityholder of such Security and the Securityholder of every Security issued upon the transfer thereof or the exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Security, and whether or not such Securityholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Security to any other Person, including the Issuer or any Affiliate thereof. (e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Securities for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Securityholder may be revoked with respect to any or all of such Securities by written notice by such Securityholder (or its duly appointed agent) or any subsequent Securityholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable. (f) Securities authenticated and delivered after any Act of Securityholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Securityholders. If the Issuer shall so determine, new Securities so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for outstanding Securities. (g) The Issuer may, in the circumstances permitted by the Trust Indenture Act, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to sign any instrument evidencing or embodying an Act of the Securityholders or to vote on any action. If a record date is fixed, those Persons who were Securityholders at such record date, and only those Persons (or their duly appointed proxies or agents), shall be entitled to sign any such instrument evidencing or embodying an Act of Securityholders, to revoke any such instrument previously signed or to vote on such action, as the case may be, whether or not such Persons continue to be Securityholders after such record date. If not set by the Issuer prior to the first solicitation of a Securityholder by any Person in respect of any such action, or, the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to such first solicitation or vote, as the case may be. No such instrument shall be valid or effective if signed more than 180 days after such record date, and may be revoked as provided in paragraph (e) above. Promptly after any record date is set by the Issuer pursuant to this Section 7.1(g), the Issuer, at its own expense, shall cause notice of such record date, the proposed action by the Securityholders to be given to the Trustee in writing and to each Securityholder in the manner set forth in Section 12.4. (h) Without limiting the foregoing, a Securityholder entitled hereunder 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. (i) The Initial Securities and the Exchange Securities shall vote and consent together on all matters as one class, and none of the Securities, and no tranche of Securities, shall have the right to vote or consent as a separate class on any matter.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be givenmade, made given or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other agent duly appointed in writing writing. If Securities of a series are issuable in whole or in part as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Securityholders may, alternatively, be embodied in and evidenced by the record of Securityholders voting in favor thereof, either in person or Owners following by proxies duly appointed in writing, at any termination meeting of Securityholders duly called and held in accordance with the appointment provisions of the Underwriter Article Thirteen, or a combination of such instrument or instruments and any such record. Except as agent by them or resignation by the Underwriter as agent for the Securityholders; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments or record or both are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners signing such instrument or instrumentsinstruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Declaration of Trust Indenture and (subject to Section 8.016.01) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. The record of any meeting of Securityholders shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by (i) the affidavit of a witness of such execution or by a (ii) the certificate of a 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 the execution thereof. Where such execution is by a signer person acting in a capacity other than his individual capacity, 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 person executing the same, may also be proved in any other reasonable manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Registered Securities shall be proved by the Security Register. (d) The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities in the amount and with the serial numbers therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may also be proved in any other manner which the Company and the Trustee deem sufficient. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every subsequent Holder of the same Security and the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered or omitted to be done by the Trustee, any Security Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security. (f) If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, in a Board Resolution or an Officer’s Certificate, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in such Board Resolution or Officer’s Certificate, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided, that, no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a any notary public or other officer authorized by law to take acknowledgments of deeds, deeds certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the 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. (f) Without limiting the foregoing, a Holder entitled hereunder to give or take any such action 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 different part of such principal amount.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver waiver, or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative Trusteethe Trustee and (if expressly required by the applicable terms of this Indenture) to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter orspot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by a certificate provided by a financial institution, following removal selected by the Company, that maintains an active trade in the currency in question, acting as conversion agent) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.016.01) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall for all purposes be determined by reference to the Security Register, as such register shall exist as of the applicable date. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a Record Date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such Record Date is fixed, only the Holders of record at the close of business on such Record Date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of such Record Date; provided that no such authorization, agreement or consent by the Holders on such Record Date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after such Record Date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind each subsequent Holder of such Security, and each Holder of any Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, with respect to anything done or suffered to be done by the Trustee or the Company in reliance upon such action, whether or not notation of such action is made upon such Security. (f) Without limiting the generality of the foregoing, a Holder, including the Depositary, that is the Holder of a Security issued in global form, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and any Person that is the Holder of a Security issued in global form, including the Depositary, may provide its proxy or proxies to the beneficial owners of interests in any such Security issued in global form through such Depositary’s standing instructions and customary practices.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver waiver, or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative Trusteethe Trustee and (if expressly required by the applicable terms of this Indenture) to the Company. Until removed If any Securities are denominated in coin or currency other than that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of U.S. dollars that could be obtained for such principal amount on the basis of the Underwriter orspot rate of exchange into U.S. dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by a certificate provided by a financial institution, following removal selected by the Company, that maintains an active trade in the currency in question, acting as conversion agent) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.016.01) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall for all purposes be determined by reference to the Security Register, as such register shall exist as of the applicable date. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by a Board Resolution, fix in advance a Record Date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such Record Date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after such Record Date, but only the Holders of record at the close of business on such Record Date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of such Record Date; provided that no such authorization, agreement or consent by the Holders on such Record Date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after such Record Date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind each subsequent Holder of such Security, and each Holder of any Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, with respect to anything done or suffered to be done by the Trustee or the Company in reliance upon such action, whether or not notation of such action is made upon such Security.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Agreement to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. Until removed or the Underwriter resigns as agent as herein provided, the acts of the Underwriter or, following removal of the Underwriter by the Securityholders, the Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Securityholders or Owners 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 Declaration of Trust Agreement and (subject to Section 8.018.1) conclusive in favor of the Trustees, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided 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. 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 manner that which any Trustee receiving the same deems sufficient. (c) The ownership of Preferred Securities shall be proved by the Securities Register.

Acts of Securityholders. (a) Any request, demand, ----------------------- authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust Indenture to be given, made given or taken by Securityholders or Owners Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by the Underwriter as agent for the Securityholders or Owners or by any other an agent duly appointed in writing by the Securityholders or Owners following any termination of the appointment of the Underwriter as agent by them or resignation by the Underwriter as agent for the Securityholderswriting; and, except as herein otherwise expressly provided hereinprovided, such action shall become effective when such instrument or instruments are delivered to an Administrative the Trustee, and, where it is hereby expressly required, to the Company. Until removed If any Securities are denominated in coin or currency other than 21 13 that of the Underwriter resigns as agent United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein provideddescribed, the acts principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the Underwriter or, following removal spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the Underwriter date the taking of such action by the Securityholders, Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments provided above (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration of Trust Indenture and (subject to Section 8.01601) conclusive in favor of the TrusteesTrustee and the Company, if made in the manner provided in this Section. . (b) The fact and date of the execution by any Person of any such instrument or writing may be provided proved by the affidavit of a witness of to such execution or by a the certificate of a 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 the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacity other than his individual capacitymember of a partnership, on behalf of such corporation 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 person executing the same, may also be proved in any other manner that any which the Trustee receiving the same deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders 22 14 for the purposes of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the 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.