Common use of Proof of Execution of Instruments and of Holding of Notes Clause in Contracts

Proof of Execution of Instruments and of Holding of Notes. Subject to the provisions of Sections 7.01, 7.02 and 9.05 hereof and Section 315 of the Trust Indenture Act, proof of the execution of any instrument by a Holder or his agent or proxy and proof of the holding by any person of any of the Notes shall be sufficient if made in the following manner: The fact and date of the execution by any such person of any instrument may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in any State within the United States, that the person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association 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 may also be proved in any other manner which the Trustee may deem sufficient. The ownership of Notes may be proved by the Note Registrar or by a certificate of the Note Registrar. If the Company shall solicit from the Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders of Notes entitled to give such request, demand, authorization, direction, notice, consent, waiver or other act, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company's discretion in accordance with Section 316(c) of the Trust Indenture Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or other act may be sought or given before or after the record date, but only the Holders of Notes of record at the close of business on such record date shall be deemed to be the Holders of Notes for the purpose 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 act, and for that purpose the Notes Outstanding shall be computed as of such record date. The Trustee may require such additional proof, if any, of any matter referred to in this Section 8.02 as it shall deem necessary. The record of any Holders' meeting shall be proved as provided in Section 9.06.

Proof of Execution of Instruments and of Holding of Notes. Subject to the provisions of Sections 7.01, 7.02 and 9.05 hereof and Section 315 of the Trust Indenture Act, proof of the execution of any instrument by a Holder or his agent or proxy and proof of the holding by any person Person of any of the Notes shall be sufficient if made in the following manner: The fact and date of the execution by any such person Person of any instrument may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in any State within the United States, that the person Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association 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 may also be proved in any other manner which the Trustee may deem sufficient. The ownership of Notes may be proved by the Note Registrar or by a certificate of the Note Registrar. If the Company shall solicit from the Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders of Notes entitled to give such request, demand, authorization, direction, notice, consent, waiver or other act, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company's ’s discretion in accordance with Section 316(c) of the Trust Indenture Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent and consent, waiver or other act may be sought or given before or after the record date, but only the Holders of Notes of record at the close of business on such record date shall be deemed to be the Holders of Notes for the purpose 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 act, and for that purpose the Notes 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 180 days after the record date. The Trustee may require such additional proof, if any, of any matter referred to in this Section 8.02 as it shall deem necessary. The record of any Holders' ’ meeting shall be proved as provided in Section 9.06.

Proof of Execution of Instruments and of Holding of Notes. Subject to the provisions of Sections 7.01, 7.02 and 9.05 hereof and Section 315 of the Trust Indenture Act, proof of the execution of any instrument by a Holder or his agent or proxy and proof of the holding by any person Person of any of the Notes shall be sufficient if made in the following manner: The fact and date of the execution by any such person Person of any instrument may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in any State within the United States, that the person Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a 103 witness to such execution sworn to before any such notary or other such officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association 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 may also be proved in any other manner which the Trustee may deem sufficient. The ownership of Notes may be proved by the Note Registrar or by a certificate of the Note Registrar. If the Company shall solicit from the Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders of Notes entitled to give such request, demand, authorization, direction, notice, consent, waiver or other act, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company's ’s discretion in accordance with Section 316(c) of the Trust Indenture Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent and consent, waiver or other act may be sought or given before or after the record date, but only the Holders of Notes of record at the close of business on such record date shall be deemed to be the Holders of Notes for the purpose 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 act, and for that purpose the Notes 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 180 days after the record date. The Trustee may require such additional proof, if any, of any matter referred to in this Section 8.02 as it shall deem necessary. The record of any Holders' ’ meeting shall be proved as provided in Section 9.06.

Proof of Execution of Instruments and of Holding of Notes. Subject to the provisions of Sections 7.01, 7.02 6.1 and 9.05 hereof and Section 315 of the Trust Indenture Act7.5 hereof, proof of the execution of any instrument by a Holder or his its agent or proxy and proof of the holding by any person of any of the Notes shall be sufficient if made in the following manner: The fact and date of the execution by any such person of any instrument referred to in Section 6.1 may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in any State within the United States, jurisdiction authorized to take acknowledgements of deeds or administer oaths that the person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association 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 may also be proved in any other manner which the Note Trustee may deem sufficient. The ownership of Notes may be proved by the Note Registrar Security Register or by a certificate of the Note Security Registrar. If the Company Issuer shall solicit from the Holders of Notes Holders, the Note Trustee, any Collateral Agent or the Intercreditor Agent any request, demand, authorization, direction, direction notice, consent, waiver or other act, the Company Issuer may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders of Notes entitled to give such request, demand, authorization, direction, notice, consent, waiver or other act, but the Company Issuer shall have no obligation to do so. Any such record date shall be fixed at the CompanyIssuer's discretion in accordance with Section 316(c) of the Trust Indenture Actdiscretion. If such a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or other act may be sought or given before or after the record date, but only the Holders of Notes of record at the close of business on such record date shall be deemed to be the Holders of Notes for the purpose 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 act, and for that purpose the Notes Outstanding shall be computed as of such record date. The Note Trustee may require such additional proof, if any, of any matter referred to in this Section 8.02 6.2 as it shall deem necessary. The record of any Holders' meeting shall be proved as provided in Section 9.067.6 hereof.