Common use of Execution of Instruments; Proof of Ownership Clause in Contracts

Execution of Instruments; Proof of Ownership. Any request, direction, consent or other instrument in writing required or permitted by this Trust Agreement to be signed or executed by the Certificate Holders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Certificate Holders in person or by an agent appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of Certificates, as evidenced by the registration books kept by the Trustee as Registrar for such purposes, shall be sufficient for any purpose of this Trust Agreement and shall be conclusive in favor of the Trustee and the State with regard to any action taken by either under such instrument if made in the following manner, but the Trustee may nevertheless in its discretion require further or other proof in any case in which it deems such further or other proof desirable: (a) the fact and date of the execution by any Certificate Holder or his or her attorney or legal representative of such instrument may be proved by the certificate (which need not be acknowledged or verified) of an officer of a bank or trust company satisfactory to the Trustee or of any notary public or other officer authorized to take acknowledgements of deeds to be recorded in the state in which he purports to act, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer, and the authority of any persons executing any such instrument on behalf of a corporate holder may be established without further proof if such instrument is signed by a person purporting to be the president or a vice president of such corporation with a corporate seal affixed and attested by a person purporting to be its secretary, assistant secretary, cashier or assistant cashier; and (b) the ownership of Certificates and the amount, numbers and other identification and date of holding the same shall be proved by the registration books established with respect to such Certificates. Nothing contained in this Article shall be construed as limiting the Trustee or the State to such proof, it being intended that the Trustee and State may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the Holder of any Certificate shall bind every future Holder of the same Certificate in respect of anything done by the Trustee in pursuance of such request or consent. Any request, direction, consent or vote of the owner of any Certificate given in accordance with this Trust Agreement or any Supplemental Trust Agreement shall bind all future owners of such Certificate with respect to anything done or suffered to be done or omitted to be done by the State or the Trustee in accordance therewith.

Appears in 1 contract

Samples: Certificate of Participation Trust Agreement

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