Common use of Regulations Clause in Contracts

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Debentureholders, in regard to proof of the holding of Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders as provided in Section 8.3, in which case the Company or the Debentureholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair of the meeting shall have no right to vote other than by virtue of Debentures held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholders. Any meeting of Debentureholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 ____ principal amount of Debentures Securities held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, 44 as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition "outstanding") of Debt Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shallTrustee, by an instrument in writing, shall appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. The Persons entitled to vote a majority in principal amount of the outstanding Securities shall constitute a quorum for a meeting of holders of Securities; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities, the Persons holding or representing such specified percentage in principal amount of the outstanding Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting, if convened at the request of holders of Securities, shall be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.2, except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the outstanding Securities which shall constitute a quorum. Except as limited by the first proviso to the first paragraph of Section 9.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding Securities; provided, however, that, except as limited by the first proviso to the first paragraph of Section 9.2, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which this Indenture expressly provides may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in principal amount of the outstanding Securities. Any resolution passed or decision taken at any meeting of holders of Securities duly held in accordance with this Section shall be binding on all the holders of Securities whether or not present or represented at the meeting.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders the Securityholders as provided in Section 8.310.03, in which case the Company Corporation or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.49.04, at any meeting each holder of Debentures Securityholder or proxy therefor shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Discounted Securities, such principal amount to be determined as provided in the definition of the term "outstanding") of Securities held or represented by himsuch Securityholder; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 10.02 or 8.3 10.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Company, the Guarantor or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company Company, the Guarantor or the Debentureholders 44 Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of at the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Debt Securities held or represented by himsuch holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her such chairman or instruments in writing as aforesaid duly designating him such chairman as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders as provided in Section 8.3Section12.03, in which case the Company or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote at the meeting. Subject to the provisions of Section 8.42.09, at any meeting of Holders each holder of Debentures Holder or proxy therefor proxyholder shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by himsuch Holder or proxyholder, as the case may be; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her it or instruments in writing as aforesaid duly designating him it as the person proxy to vote on behalf of other DebentureholdersHolders. Any meeting of Debentureholders Holders duly called pursuant to the provisions of Section 8.2 12.02 or 8.3 Section12.03 may be adjourned from time to time by the Holders of a majority of those presentthe aggregate principal amount of Securities represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition "outstanding") of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of at the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Securityholder with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Debt Securities held or represented by himsuch Securityholder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her such chairman or instruments in writing as aforesaid duly designating him such chairman as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition "outstanding") of Debt Securities held or represented by him; provided, however, that no vote shall be cast or counted at any -------- ------- meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Indenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Indenture Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Debt Securities held or represented by himsuch holder; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her such Chairman or instruments in writing as aforesaid duly designating him such chairman as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, quorum and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders of such series, in regard to proof of the holding of Debentures Debt Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders of such series as provided in Section 8.39.3, in which case the Company or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by a majority vote of the meeting. Subject to the provisions provisos in the definition of Section 8.4, "Outstanding," at any meeting each holder Holder of Debentures a Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified pursuant to Section 3.1) of Debentures Debt Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholders. Any meeting of Debentureholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.the

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition "outstanding") of Debt Securities held or represented by him; provided, however, that no -------- ------- vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders as provided in Section 8.313.03, in which case the Company or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the Holders of a majority in aggregate principal amount of the outstanding Securities represented at the meeting and entitled to vote at the meeting. Subject to the provisions of Section 8.42.09, at any meeting of Holders each holder of Debentures Holder or proxy therefor proxyholder shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by himsuch Holder or proxyholder, as the case may be; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her it or instruments in writing as aforesaid duly designating him it as the person proxy to vote on behalf of other DebentureholdersHolders. Any meeting of Debentureholders Holders duly called pursuant to the provisions of Section 8.2 13.02 or 8.3 Section 13.03 may be adjourned from time to time by the Holders of a majority of those presentthe aggregate principal amount of outstanding Securities represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of at the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Debt Securities held or represented by himsuch holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her such chairman or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholders. Any meeting of Debentureholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.designating

Regulations. Notwithstanding any other provisions of this ----------- Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.310.3, in which case the ------------ Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote at the meeting. Subject to the provisions of Section 8.49.4, at any meeting each holder of Debentures ----------- Securityholder or proxy therefor proxyholder shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by himsuch Securityholder; provided, however, that no vote shall be cast or counted at any meeting in -------- ------- respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person proxy to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 10.2 or 8.3 10.3 may be adjourned from time to time by the ------------ ---- holders of a majority of those presentthe aggregate principal amount of Securities represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to to. vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.4, at any meeting each holder of Debentures with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 1,000.00 principal amount of Debentures held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 10 principal amount of Debentures Securities held or represented by him; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders as provided in Section 8.312.03, in which case the Company or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary 66 of the meeting shall be elected by majority vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote at the meeting. Subject to the provisions of Section 8.42.09, at any meeting of Holders each holder of Debentures Holder or proxy therefor proxyholder shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by himsuch Holder or proxyholder, as the case may be; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her it or instruments in writing as aforesaid duly designating him it as the person proxy to vote on behalf of other DebentureholdersHolders. Any meeting of Debentureholders Holders duly called pursuant to the provisions of Section 8.2 12.02 or 8.3 Section 12.03 may be adjourned from time to time by the Holders of a majority of those presentthe aggregate principal amount of Securities represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersDebt Security Holders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think deem fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Debt Security Holders as provided in Section 8.310.03, in which case the Company or the Debentureholders Debt Security Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.49.04, at any meeting each holder Debt Security Holder of Debentures a Series or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or corresponding denomination if the Debt Securities are not in U.S. dollars) (or such other principal amount equal to the authorized minimum denomination) of Debentures Debt Securities of such Series held or represented by himhim or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities of such Series held by him or her or instruments in writing writings as aforesaid duly designating him or her as the person Person to vote on behalf of other DebentureholdersDebt Security Holders of such Series. Any meeting of Debentureholders Debt Security Holders duly called pursuant to the provisions of Section 8.2 10.02 or 8.3 10.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Debenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Debenture Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company Corporation or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders the Securityholders as provided in Section 8.310.03, in which case the Company Corporation or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.49.04, at any meeting each holder of Debentures Securityholder or proxy therefor shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Discounted Securities, such principal amount to be determined as provided in the definition of the term "outstanding") of Securities held or represented by himsuch Securityholder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 10.02 or 8.3 10.03 may be adjourned from time to time by a majority of those present, . whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders, in regard to proof of the holding of Debentures Senior Notes and of the appointment of proxiesproxies (including by requiring signature guarantees), and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders Holders as provided in Section 8.3, in which case the Company Corporation or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.4, at any meeting each holder of Debentures Holder or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Senior Notes held or represented by him; provided, however, that no vote -------- ------- shall be cast or counted at any meeting in respect of any Debenture Senior Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Senior Notes held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersHolders. Any meeting of Debentureholders Holders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Debentureholders, in Securityholders. In regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates proxies and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.311.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by a majority vote of the meeting. Subject to the provisions of Section 8.410.03, at any meeting each holder of Debentures Securityholder or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; , provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 11.02 or 8.3 11.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. At any meeting of Securityholders duly called pursuant to the provisions of Section 11.02 or 11.03, the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action on any business for the transaction of which such meeting was called shall constitute a quorum.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. The Persons entitled to vote a majority in principal amount of the outstanding Securities shall constitute a quorum for a meeting of Holders of Securities; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities, the Persons holding or representing such specified percentage in principal amount of the outstanding Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of holders of Securities, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.02, except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the outstanding Securities which shall constitute a quorum. Except as limited by the first proviso to the first paragraph of Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding Securities; provided, however, that, except as limited by the first proviso to the first paragraph of Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which this Indenture expressly provides may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in principal amount of the outstanding Securities. Any resolution passed or decision taken at any meeting of holders of Securities duly held in accordance with this Section shall be binding on all the holders of Securities whether or not present or represented at the meeting.

Regulations. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. . (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. . (c) Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. (d) The Persons entitled to vote a majority in principal amount of the outstanding Securities shall constitute a quorum for a meeting of holders of Securities; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities, the Persons holding or representing such specified percentage in principal amount of the outstanding Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of holders of Securities, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.02, except that such notice need be given only once not less than five days prior the date on which

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders of Securities, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders of Securities as provided in Section 8.315.03, in which case the Company or the Debentureholders Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the Holders of a majority in principal amount of the Securities represented at the meeting. Subject to the provisions of Section 8.4, at At any meeting each holder Holder of Debentures a Security of a series entitled to vote at such meeting, or proxy therefor therefor, shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Outstanding") of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in -------- ------- respect of any Debenture Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue except as a Holder of Debentures held by him Securities of such series or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholdersproxy therefor. Any meeting of Debentureholders Holders of Securities duly called pursuant to the provisions of Section 8.2 15.02 or 8.3 15.03 at which a quorum is present may be adjourned from time to time by a majority of those present, whether or not constituting a quorumtime, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a 50 majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Debentureholders, Securityholders in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.39.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meetingHolders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. Subject to the provisions of Section 8.4Sections 8.01 and 8.04, at any meeting each holder of Debentures Securityholder or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting not to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him except as a securityholder or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholdersproxy. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 9.02 or 8.3 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorumtime, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders of Securities, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders of Securities as provided in Section 8.313.03, in which case the Company or the Debentureholders Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the Holders of a majority in principal amount of the Securities represented at the meeting. Subject to the provisions of Section 8.4, at At any meeting each holder Holder of Debentures a Security of a series entitled to vote at such meeting, or proxy therefor therefor, shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Outstanding") of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue except as a Holder of Debentures held by him Securities of such series or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholdersproxy therefor. Any meeting of Debentureholders Holders of Securities duly called pursuant to the provisions of Section 8.2 13.02 or 8.3 13.03 at which a quorum is present may be adjourned from time to time by a majority of those present, whether or not constituting a quorumtime, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent perma- nent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securi- ties held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Securi- ty challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersDebt Security Holders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think deem fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Debt Security Holders as provided in Section 8.310.03, in which case the Company or the Debentureholders Debt Security Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.49.04, at any meeting each holder Debt Security Holder of Debentures a series or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or corresponding denomination if the Debt Securities are not in U.S. dollars) (or such other principal amount equal to the authorized minimum denomination) of Debentures Debt Securities of such series held or represented by himhim or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities of such series held by him or her or instruments in writing writings as aforesaid duly designating him or her as the person Person to vote on behalf of other DebentureholdersDebt Security Holders of such series. Any meeting of Debentureholders Debt Security Holders duly called pursuant to the provisions of Section 8.2 10.02 or 8.3 10.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Debenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Debenture Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company Corporation or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 $ principal amount of Debentures Securities held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations regulations, and may rely on its counsel, as it may deem advisable for any meeting of Debentureholders, Securityholders in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates proxies and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.310.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by a majority vote of the meeting. Subject to the provisions of Section 8.49.03, at any meeting of Securityholders, each holder of Debentures Securityholder or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, provided however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 10.02 or 8.3 10.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. At any meeting of Securityholders duly called pursuant to the provisions of Section 10.02 or 10.03, the presence of Persons holding or representing Securities in an aggregate principal amount sufficient to take action on any business for the transaction of which such meeting was called shall constitute a quorum.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Company, the Guarantor or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company Company, the Guarantor or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of at the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Debt Securities held or represented by himsuch holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her such chairman or instruments in writing as aforesaid duly designating him such chairman as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition "outstanding") of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture challenged Security chal- lenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount of Debentures Securities held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Issuer or by Debentureholders Holders as provided in Section 8.39.03, in which case the Company Issuer or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by a majority vote of the meeting. Subject to the provisions provisos in the definition of Section 8.4, "Outstanding," at any meeting each holder of Debentures Holder or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Debt Securities held or represented by him; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Outstanding Debt Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersHolders. Any meeting of Debentureholders Holders with respect to which a meeting was duly called pursuant to the provisions of Section 8.2 9.02 or 8.3 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, such Holders present and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman chair of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairmanchair. A permanent chairman chair and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.04, at any meeting of Securityholders, each holder Holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by himsuch Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman chair of the meeting to be not outstanding. The chair of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him or her as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shallTrustee, by an instrument in writing, shall appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 __ principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. The Persons entitled to vote a majority in principal amount of the outstanding Securities shall constitute a quorum for a meeting of holders of Securities; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities, the Persons holding or representing such specified percentage in principal amount of the outstanding Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting, if convened at the request of holders of Securities, shall be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.2, except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the outstanding Securities which shall constitute a quorum. Except as limited by the first proviso to the first paragraph of Section 9.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding Securities; provided, however, that, except as limited by the first proviso to the first paragraph of Section 9.2, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which this Indenture expressly provides may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in principal amount of the outstanding Securities. Any resolution passed or decision taken at any meeting of holders of Securities duly held in accordance with this Section shall be binding on all the holders of Securities whether or not present or represented at the meeting.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Issuer or by Debentureholders Securityholders as provided in Section 8.314.3, in which case the Company Issuer or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.414.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 14.2 or 8.3 14.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting of Securityholders each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount of Debentures Securities held or represented by him; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or Section 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.04 and unless otherwise provided in an indenture supplemental hereto, at any meeting each holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition "outstanding") of Securities held or represented by himhim or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her the Chairman or instruments in writing as aforesaid duly designating him the Chairman as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or, with respect to any series of Securities for which there is one or more co-issuers, the Issuers or by Debentureholders Securityholders as provided in Section 8.39.03, in which case the Company Company, the Issuers or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meetingHolders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. Subject to the provisions of Section 8.4Sections 8.01 and 8.04, at any meeting of Securityholders of any series, each holder of Debentures Securityholder or proxy therefor shall be entitled to one vote for each $1,000 principal amount at maturity of Debentures Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting not to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him except as a Securityholder or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholdersproxy. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 9.02 or 8.3 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorumtime, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders Securityholders as provided in Section 8.39.03, in which case the Company Corporation or the Debentureholders Securityholder calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meetingHolders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. Subject to the provisions of Section 8.4Sections 8.01 and 8.04, at any meeting each holder of Debentures Securityholder or proxy therefor shall be entitled to one vote for each $1,000 U.S.$1,000 principal amount of Debentures Securities held or represented by him, her or it; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting not to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him except as a Securityholder or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholdersproxy. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 9.02 or 8.3 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorumtime, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding holder of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.39.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 the principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition of “Security or Securities; Outstanding” in Section 1.01) of such Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture such Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures such Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholderssuch Securityholders. Any meeting of Debentureholders holders of Securities with respect to which a meeting was duly called pursuant to the provisions of Section 8.2 Sections 9.02 or 8.3 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Debenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Debenture Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company Corporation or the Debentureholders Securitybolders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by himhim or her; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Bank or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company Bank or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.4, at any meeting each holder of Debentures with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 1,000.00 principal amount of Debentures held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding Nothwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Debentureholders, Securityholders in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.39.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a 60 53 temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meetingHolders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. Subject to the provisions of Section 8.4Sections 8.01 and 8.04, at any meeting each holder of Debentures Securityholder or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting not to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him except as a securityholder or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholdersproxy. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 9.02 or 8.3 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorumtime, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Debenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Debenture Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company Corporation or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount of Debentures Securities held or represented by himhim or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. The Persons entitled to vote a majority in principal amount of the outstanding Securities shall constitute a quorum for a meeting of Holders of Securities; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities, the Persons holding or representing such specified percentage in principal amount of the outstanding Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of holders of Securities, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjustment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.2, except that such notice need be given only once not less than five days prior to the date on which the meeting is schedule to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the outstanding Securities which shall constitute a quorum. Except as limited by the first proviso to the first paragraph of Section 9.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding Securities; provided, however, that, except as limited by the first proviso to the first paragraph of Section 9.2, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which this Indenture expressly provides may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in principal amount of the outstanding Securities. Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities whether or not present or represented at the meeting.

Regulations. Notwithstanding any other provisions of this Indenture, the Debenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Debenture Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company Corporation or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition "outstanding") of Debt Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Debentureholders. Any meeting of Debentureholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.instruments

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one 1 vote for each $1,000 principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition "OUTSTANDING") of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of ----------- this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdetermine. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Issuer or by Debentureholders Securityholders as provided in Section 8.36.8, in which case the Company Issuer or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority the vote of the Holders of a majority of the principal amount of the Outstanding Securities present at the meeting. Subject to the provisions of Section 8.46.4, at any meeting each holder Holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 U.S.$1,000 (or if any Securities are denominated in a currency other than U.S. dollars or in units of currencies or in a composite currency, the equivalent of U.S.$1,000 in the applicable currency, units of currencies or composite currency calculated using the Market Exchange Rate) principal amount (or in the case of Debentures Original Issue Discount Securities or, in the case of Securities which provide that an amount other than the face amount thereof will or may be payable upon the maturity thereof or upon a declaration of acceleration of the maturity thereof, such principal amount to be determined as provided in the definition of "Outstanding" in Section 1.1) of such Securities held or represented by him; provided, however, that no vote -------- ------- shall be cast or counted at any meeting in respect of any Debenture such Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures such Securities held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other Debentureholderssuch Securityholders. Any meeting of Debentureholders Holders of Securities with respect to which a meeting was duly called pursuant to the provisions of Section 8.2 6.7 or 8.3 6.8 may be adjourned from time to time by the Holders of a majority of those the principal amount of the Outstanding Securities present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Debentureholders, Securityholders in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates proxies and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.310.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by a majority vote of the meeting. Subject to the provisions of Section 8.49.03, at any meeting of Securityholders, each holder of Debentures Securityholder or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, provided however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 10.02 or 8.3 10.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. At any meeting of Securityholders duly called pursuant to the provisions of Section 10.02 or 10.03, the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action on any business for the transaction of which such meeting was called shall constitute a quorum.

Regulations. Notwithstanding any other provisions of this Indenture, the Debenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Debenture Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company Corporation or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 1,000.00 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Issuer or by Debentureholders Holders as provided in Section 8.312.03, in which case the Company Issuer or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote at the meeting. Subject to the provisions of Section 8.42.09, at any meeting of Holders each holder of Debentures Holder or proxy therefor holder shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by himsuch Holder or proxy holder, as the case may be; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her it or instruments in writing as aforesaid duly designating him it as the person proxy to vote on behalf of other DebentureholdersHolders. Any meeting of Debentureholders Holders duly called pursuant to the provisions of Section 8.2 12.02 or 8.3 Section 12.03 may be adjourned from time to time by the Holders of a majority of those presentthe aggregate principal amount of Securities represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall 50 have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the at such meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 50 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Company, the Guarantor or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company Company, the Guarantor or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of at the meeting. 44 Subject to the provisions of Section 8.47.04, at any meeting each holder of Debentures Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Debt Securities held or represented by himsuch holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Debt Securities held by him or her such chairman or instruments in writing as aforesaid duly designating him such chairman as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Issuer or by Debentureholders Securityholders as provided in Section 8.314.3, in which case the Company Issuer or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.414.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount of Debentures Securities held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 14.2 or 8.3 14.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.310.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.49.04, at any meeting each holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. At any meeting of Securityholders, the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action on the business for the transaction of which such meeting was called shall constitute a quorum, but, if less than a quorum is present, the persons holding or representing a majority in aggregate principal amount of the Securities represented at the meeting and entitled to vote may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 10.02 or 8.3 10.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.47.4, at any meeting each holder of Debentures with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him or her or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders, in regard to proof of the holding of Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders as provided in Section 8.314.3, in which case the Company or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.414.4, at any meeting each holder Holder of Debentures or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Debenture challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersHolders. Any meeting of Debentureholders Holders duly called pursuant to the provisions of Section 8.2 14.2 or 8.3 14.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present[, whether or not constituting a quorum, ,] and the meeting may be held as so adjourned without further notice.. The Persons entitled to vote a majority in principal amount of the outstanding Securities shall constitute a quorum for a meeting of Securityholders; provided, however, that if any action is to be taken at such meeting with respect to a consent,

Regulations. Notwithstanding any other provisions of this Indenture, Indenture the Trustee for the Securities of any series may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders of the Securities of such series, in regard to proof of the holding of Debentures Securities of such series and of the appointment of proxies, proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, vote and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Issuer or by Debentureholders Holders of the Securities of such series as provided in Section 8.39.3, in which case the Company Issuer or the Debentureholders Holders calling the meeting, meeting as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder Holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 (in the currency or currency unit in which such Securities are denominated) principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Outstanding") of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture such Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities of such series held by by, him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersHolders of such series. At any meeting of Holders, the presence of persons holding or representing Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action on the business for the transaction of which such meeting was called shall constitute a quorum, but, if less than a quorum is present, the persons holding or representing a majority in aggregate principal amount of such Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present. Any meeting of Debentureholders Holders of Securities with respect to which a meeting was duly called pursuant to the provisions of Section 8.2 9.2 or 8.3 Section 9.3 may be adjourned from time to time by a majority of those such Holders present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, Indenture the Trustee for the Securities of any series may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders of the Securities of such series, in regard to proof of the holding of Debentures Securities of such series and of the appointment of proxies, proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, vote and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Issuer or by Debentureholders Holders of the Securities of such series as provided in Section 8.39.3, in which case the Company Issuer or the Debentureholders Holders calling the meeting, meeting as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder Holder of Debentures Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 (in the currency or currency unit in which such Securities are denominated) principal amount (in the case of Debentures Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Outstanding") of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture such Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities of such series held by by, him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersHolders of such series. At any meeting of Holders, the presence of persons holding or representing Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action on the business for the transaction of which such meeting was called shall constitute a quorum, but, if less than a quorum is present, the persons holding or representing a majority in aggregate principal amount of such Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present. Any meeting of Debentureholders Holders of Securities with respect to which a meeting was duly called pursuant to the provisions of Section 8.2 9.2 or 8.3 Section 9.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.such Holders

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 25.00 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Debenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Debenture Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company Corporation or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 50 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders, in regard to proof of the holding of Debentures Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders as provided in Section 8.39.03, in which case the Company or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meetingRequired Holders. Subject to the provisions of Section 8.48.04, at any meeting of Holders each holder of Debentures Holder or proxy therefor proxyholder shall be entitled to one vote for each $1,000 principal amount of Debentures Notes held or represented by himhim or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Notes held by him or her it or instruments in writing as aforesaid duly designating him it as the person proxy to vote on behalf of other DebentureholdersHolders. Any meeting of Debentureholders Holders duly called pursuant to the provisions of Section 8.2 9.02 or 8.3 Section 9.03 may be adjourned from time to time by a majority of those presentthe Required Holders represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 10.00 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shallTrustee, by an instrument in writing, shall appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.3, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.4, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. The Persons entitled to vote a majority in principal amount of the outstanding Securities shall constitute a quorum for a meeting of holders of Securities; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities, the Persons holding or representing such specified percentage in principal amount of the outstanding Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting, if convened at the request of holders of Securities, shall be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.2, except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the outstanding Securities which shall constitute a quorum. Except as limited by the first proviso to the first paragraph of Section 9.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding Securities; provided, however, that, except as limited by the first proviso to the first paragraph of Section 9.2, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which this Indenture expressly provides may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in principal amount of the outstanding Securities. Any resolution passed or decision taken at any meeting of holders of Securities duly held in accordance with this Section shall be binding on all the holders of Securities whether or not present or represented at the meeting.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securi ties held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Securi ty challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders 72 calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersSecurityholders, in regard to proof of the holding of Debentures Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Securityholders as provided in Section 8.38.03, in which case the Company or the Debentureholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Securities or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debentures Securities held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Securities held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersSecurityholders. Any meeting of Debentureholders Securityholders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. The Persons entitled to vote a majority in principal amount of the outstanding Securities shall constitute a quorum for a meeting of Holders of Securities; provided, however, that if any action is to be taken at such meeting -------- ------- with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities, the Persons holding or representing such specified percentage in principal amount of the outstanding Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of holders of Securities, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.02, except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the outstanding Securities which shall constitute a quorum. Except as limited by the first proviso to the first paragraph of Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding Securities; provided, however, that, except as limited by the first -------- ------- proviso to the first paragraph of Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which this Indenture expressly provides may be given by the holders of not less than a specified percentage in principal amount of the outstanding Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in principal amount of the outstanding Securities. Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities whether or not present or represented at the meeting.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders, in regard to proof of the holding of Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders as provided in Section 8.38.03, in which case the Company or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.48.04, at any meeting each holder of Debentures Holder or proxy therefor shall be entitled to one vote for each $1,000 25 principal amount of Debentures of the affected series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debenture challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures of the affected series held by him or her or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other DebentureholdersHolders. Any meeting of Debentureholders Holders duly called pursuant to the provisions of Section 8.2 8.02 or 8.3 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of DebentureholdersHolders of such series, in regard to proof of the holding of Debentures Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debentureholders Holders of such series as provided in Section 8.39.03, in which case the Company or the Debentureholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by at least a majority vote of the meeting. Subject to the provisions provisos in the definition of Section 8.4, "Outstanding," at any meeting each holder Holder of Debentures a Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 301) of Debentures Securities of such series held or represented by him; providedsuch Holder PROVIDED, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Debenture Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chair chairman of the meeting shall have no right to vote other than by virtue of Debentures Outstanding Securities of such series held by him or her or instruments in writing as aforesaid duly designating him or her as the person to vote on behalf of other DebentureholdersHolders of Securities of such series. Any meeting of Debentureholders Holders with respect to which a meeting was duly called pursuant to the provisions of Section 8.2 1502 or 8.3 1503 may be adjourned from time to time by at least a majority of those present, whether or not constituting a quorum, such Holders present and the meeting may be held as so adjourned without further notice.