Common use of Calling of Meeting, Notice and Quorum Clause in Contracts

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes to be made, given or taken by holders of Notes or to modify, amend or supplement the terms of the Notes or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the Notes, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes (as defined in subsection (d) of this Section) shall have requested the Fiscal Agent to call a meeting of the holders of Notes for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of Notes, a person shall be a holder of Outstanding Notes or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes shall constitute a quorum. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes with respect to the proof of the appointment of proxies in respect of holders of Notes, the record date for determining the registered holders of Notes who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 calendar days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes outstanding Securities (as defined in subsection (dSection 11(d)) of this Section) a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes or outstanding Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes outstanding Securities of a Series shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 calendar days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Debt Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes such Debt Securities of such Series to be made, given or taken by holders of Notes Debt Securities of such Series or to modify, amend or supplement the terms of the Notes Debt Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Jamaica may at any time call a meeting of holders of Notes Debt Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent Jamaica shall determine. Notice of every meeting of holders of NotesDebt Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesDebt Securities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then than 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer Jamaica or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Debt Securities of a Series (as defined in subsection (dSection 11.4) shall, after the occurrence and during the continuance of this Section) shall any default under the Debt Securities of such Series, have requested the Fiscal Agent to call a meeting of the holders of Notes Debt Securities of such Series for any such purposepurpose specified in the first sentence of this Section 11.1, by written request setting forth in reasonable detail the action proposed to be taken at the such meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesDebt Securities, a person shall be a holder of Outstanding Notes Debt Securities of such Series or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Debt Securities of a Series shall 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 the holders, 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 the preceding paragraph of this Section 11.1, except that such notice need be given only once. Notice of reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debt Securities of a Series which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Debt Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Any meeting of holders of Debt Securities of a Series at which a quorum is present may be adjourned from time to time by vote of a majority in principal amount of the Outstanding Debt Securities of such Series represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed or decided by the persons entitled to vote 66 2/3% in aggregate principal amount of the Outstanding Debt Securities of such Series represented and voting. The Fiscal Agent may may, but is not required to, make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Debt Securities of a Series with respect to the proof of the holding of Debt Securities of such Series, the adjournment and chairmanship of such meeting, the appointment of proxies in respect of holders of NotesDebt Securities of such Series, the record date for determining the registered holders of Notes Debt Securities of such Series who are entitled to vote at such meeting (which date shall be designated by for the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; meeting (provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Debt Securities of such Series on the date such action is taken), the adjournment and chairmanship of such meeting), 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 deem appropriate. The Fiscal Agent shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by Jamaica or the holders of Debt Securities of a Series as provided above, in which case Jamaica or the holders of Debt Securities of such Series 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 vote of the persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such Series represented and voting at the meeting. The chairman of the meeting shall have no right to vote, except as holder of Debt Securities of such Series or proxy. A record, at least in duplicate, of the proceeding of each meeting of holders shall be prepared, and one such copy shall be delivered to Jamaica and another to the Fiscal Agent to be preserved by the Fiscal Agent.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes the Securities of a Series may be called called, as set forth below, at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes the Securities of such Series or to modify, amend amend, supplement or supplement waive the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Issuer may at any time call a meeting of holders of Notes the Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York York, as the Fiscal Agent Issuer shall determine. Notice of every meeting of holders of Notesthe Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the Notes, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes (as defined in subsection (df) of this Section) Securities of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereofthereof not less than 30 nor more than 60 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of holders of Notesthe Securities of a Series, a person shall be a holder of Outstanding Notes or Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The At any meeting of holders, other than a meeting to discuss a Reserved Matter (as defined below), the persons entitled to vote a majority in of the aggregate principal amount of the Outstanding Notes Securities of a Series shall constitute a quorum, and at the reconvening of any such meeting adjourned for a lack of a quorum, the persons entitled to vote 25% of the aggregate principal amount of the Outstanding Securities of such Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At any meeting of holders held to discuss a Reserved Matter, the persons entitled to vote 75% of the aggregate principal amount of the Outstanding Securities of a Series shall constitute a quorum, and at the reconvening of any such meeting adjourned for a lack of quorum, the persons entitled to vote 75% of the aggregate principal amount of the Outstanding Securities of such Series shall constitute a quorum for the taking of any action set forth in the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 30 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, taken or given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms and conditions of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Issuer may at any time call a meeting of holders of Notes Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan(including, The City of New York but not limited to, Xxx Xxxx xx Xxx Xxxx, Xxxxxx xx Xxxxxxxxxx) as the Fiscal Agent it shall determine. Notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 calendar days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case addition, if at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes outstanding Securities (as defined in subsection (dSection 11(d)) of this Section) a Series shall have requested the Fiscal Agent Issuer to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request to the Issuer or the Fiscal Agent (with a copy to the Issuer) setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent Issuer shall call such meeting for such purposes by giving notice thereof. The time and place of such meeting (including, but not limited to, Xxx Xxxx xx Xxx Xxxx, Xxxxxx xx Xxxxxxxxxx) shall be determined by the Issuer. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes or outstanding Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes outstanding Securities of a Series shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent Issuer may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 calendar days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice Written notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer Corporation or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this Section) of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving written notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes Securities of such Series affected by the matter to be voted upon or a person duly appointed by an instrument in writing as proxy for such a holder. The Except for the “reserved matters” described in Section 13(b) below, the persons entitled to vote a majority in principal amount of the Outstanding Notes Securities of a Series affected by the matter to be voted upon shall constitute a quorum. Except for the “reserved matters” described in Section 13(b) below, at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding Securities of a Series affected by the matter to be voted upon shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. For purposes of a meeting of holders that proposes to discuss the “reserved matters” specified below, holders or proxies representing 75% of the aggregate principal amount of the outstanding Notes will constitute a quorum. The Corporation shall appoint a temporary chairman of the meeting, provided that the failure to make such appointment shall not in any way invalidate the proceedings at the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Securities of a Series represented at the meeting, provided that the failure to make such appointments shall not in any way invalidate the proceedings at the meeting. At any meeting each holder of a Security or proxy shall be entitled to one vote for each US$1,000 in aggregate principal amount of such Securities held or represented by him. The chairman of the meeting shall have no right to vote except as the holder of a Security of such Series or proxy. Any meeting of the holders of the Securities of a Series duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the appointment of proxies in respect of holders of NotesSecurities of such Series, the record date for determining the registered holders owners of Notes Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes the Securities of a Series may be called called, as set forth below, at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes the Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Republic may at any time call a meeting of holders of Notes the Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent Republic shall determine. Notice of every meeting of holders of Notesthe Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in of the aggregate principal amount of the Outstanding Notes (as defined in subsection (df) of this Section) Securities of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes the Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereofthereof not less than 30 nor more than 60 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of holders of Notesthe Securities of a Series, a person shall be a holder of Outstanding Notes Securities of such Series or a person duly appointed by an instrument in writing as proxy for such a holder. The At any meeting of holders, other than a meeting to discuss a Reserved Matter (as defined below), the persons entitled to vote a majority in of the aggregate principal amount of the Outstanding Notes Securities of a Series shall constitute a quorum, and at the reconvening of any such meeting adjourned for a lack of a quorum, the persons entitled to vote 25% of the aggregate principal amount of the Outstanding Securities of such Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At any meeting of holders held to discuss a Reserved Matter, the persons entitled to vote 75% of the aggregate principal amount of the Outstanding Securities of a Series shall constitute a quorum. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of Securities of such Series, the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 such meeting as it shall deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, taken or given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms and conditions of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Issuer may at any time call a meeting of holders of Notes Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan(including, but not limited to, The City of New York York, London or Luxembourg) as the Fiscal Agent it shall determine. Notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 calendar days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case addition, if at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes outstanding Securities (as defined in subsection (dSection 11(d)) of this Section) a Series shall have requested the Fiscal Agent Issuer to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request to the Issuer or the Fiscal Agent (with a copy to the Issuer) setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent Issuer shall call such meeting for such purposes by giving notice thereof. The time and place of such meeting (including, but not limited to, The City of New York, London or Luxembourg) shall be determined by the Issuer. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes or outstanding Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes outstanding Securities of a Series shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent Issuer may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 calendar days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 calendar days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes outstanding Securities (as defined in subsection (dSection 11(d)) of this Section) a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes or outstanding Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes outstanding Securities of a Series shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable normally uses in such circumstances for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 calendar days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriatenormally uses in such circumstances.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York London as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 20 nor more than 60 calendar days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes outstanding Securities (as defined in subsection (dSection 12(d)) of this Section) a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes or outstanding Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes outstanding Securities of a Series shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 calendar days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the CommissionerSuperintendent, modify, amend or supplement this Fiscal Agency Agreement or the terms of the Notes Securities or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities of such Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this Section) of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes Securities of such Series or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Securities of a Series shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the appointment of proxies in respect of holders of NotesSecurities of such Series, the record date for determining the registered holders owners of Notes Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; , provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Securities of a Series on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes the Securities of a Series may be called called, as set forth below, at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes the Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent South Africa may at any time call a meeting of holders of Notes the Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent South Africa shall determine. Notice of every meeting of holders of Notesthe Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in of the aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (df) of this Section) of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes the Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereofthereof not less than 30 nor more than 60 days prior to the date fixed for the meeting; provided, however, that prior to giving such notice or attending any such meeting, the Issuer or the holders requesting such meeting, as the case may be, shall have furnished to the Fiscal Agent indemnity or an advance of funds satisfactory to the Fiscal Agent from and against or for all fees, costs and expenses (including the reasonable fees or expenses of its counsel) it may incur in connection with giving such notice or attending such meeting. To be entitled to vote at any meeting of holders of Notesthe Securities of a Series, a person shall be a holder of Outstanding Notes or Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The At any meeting of holders, other than a meeting to discuss a Reserved Matter (as defined below), the persons entitled to vote a majority in of the aggregate principal amount of the Outstanding Notes Securities of a Series shall constitute a quorum, and at the reconvening of any such meeting adjourned for a lack of a quorum, the persons entitled to vote 25% of the aggregate principal amount of the Outstanding Securities of such Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At any meeting of holders held to discuss a Reserved Matter, the persons entitled to vote 75% of the aggregate principal amount of the Outstanding Securities of a Series shall constitute a quorum. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 meetings as it shall deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this Section) of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof; provided, however, that prior to giving such notice or attending any such meeting, the Issuer or the holders requesting such meeting, as the case may be, shall have furnished to the Fiscal Agent indemnity or an advance of funds satisfactory to the Fiscal Agent from and against or for all fees, costs and expenses (including the reasonable fees or expenses of its counsel) it may incur in connection with giving such notice or attending such meeting. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes or Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Securities of a Series shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities to be made, given or taken by holders of Notes Securities or to modify, amend or supplement the terms of the Notes Securities or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the CommissionerSuperintendent, modify, amend or supplement this Fiscal Agency Agreement or the terms of the Notes Securities or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes (as Securities(as defined in subsection (d) of this Section) shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities, a person shall be a holder of Outstanding Notes Securities or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes shall constitute a quorum. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes with respect to the proof of the appointment of proxies in respect of holders of Notes, the record date for determining the registered holders of Notes who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.proxy

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities to be made, given or taken by holders of Notes Securities or to modify, amend or supplement the terms of the Notes Securities or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the CommissionerSuperintendent, modify, amend or supplement this Fiscal Agency Agreement or the terms of the Notes Securities or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then than 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this Section) shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of Notes, a person shall be a holder of Outstanding Notes or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes shall constitute a quorum. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes with respect to the proof of the appointment of proxies in respect of holders of Notes, the record date for determining the registered holders of Notes who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the CommissionerSuperintendent, modify, amend or supplement this Fiscal Agency Agreement or the terms of the Notes Securities or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities of such Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, ,in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this Section) of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes Securities of such Series or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Securities of a Series shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the appointment of proxies in respect of holders of NotesSecurities of such Series, the record date for determining the registered holders owners of Notes Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; , provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Securities of a Series on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Issuer may at any time call a meeting of holders of Notes Securities of any Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent Issuer shall determine. Notice of every meeting of holders of NotesSecurities of any Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 than 10 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this SectionSection 11) shall of a Series shall, after the occurrence and during the continuance of any default under the Securities of such Series, have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purposepurpose specified in the first sentence of this Section 11(a), by written request setting forth in reasonable detail the action proposed to be taken at the such meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities of any Series, a person shall be a holder of Outstanding Notes Securities of such Series or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Securities of such Series shall 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 the holders, 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 the preceding paragraph of this subsection (a), except that such notice need be given only once. Notice of reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Securities which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Securities of any Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Any meeting of holders of Securities of such Series at which a quorum is present may be adjourned from time to time by vote of a majority in principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of such Series with respect to the proof of the holding of Securities, the adjournment and chairmanship of such meeting, the appointment of proxies in respect of holders of NotesSecurities of such Series, the record date for determining the registered holders of Notes Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; meeting (provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Securities of such Series on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate. The Fiscal Agent shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or the holders of Securities of such Series as provided above, in which case the Issuer or the holders of Securities of such Series 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 vote of the persons entitled to vote a majority in principal amount of the Outstanding Securities represented and voting at the meeting. The chairman of the meeting shall have no right to vote, except as holder of Securities of such Series or proxy. A record, at least in duplicate, of the proceeding of each meeting of holders shall be prepared, and one such copy shall be delivered to the Issuer and another to the Fiscal Agent to be preserved by the Fiscal Agent.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, that in the case of any meeting to be reconvened recommended after adjournment for lack of a quorum, such notice shall be so given not that less then than 15 nor or more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Securities Outstanding Notes (as defined in subsection (d) of this Section) of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereofpurpose. To be entitled to vote at any meeting of holders of NotesSecurities of a Series, a person shall be a holder of Outstanding Notes or Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in aggregate principal amount of the Outstanding Notes Securities of a Series shall constitute a quorum. At the reconvening of any such meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in aggregate principal amount of the Outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of the Notes of a Series may be called called, as set forth below, at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes of such Series to be made, given or taken by the holders of the Notes of such Series or to modify, amend or supplement the terms of the Notes of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Republic may at any time call a meeting of the holders of the Notes of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent Republic shall determine. Notice of every meeting of holders of Notesthe Notes of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesNotes of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the meeting. In case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 1025% in aggregate principal amount of the Outstanding Notes (as defined in subsection paragraph (d) of this Section) shall of a Series shall, after the occurrence and during the continuance of an Event of Default with respect to the Notes of such Series, have requested the Fiscal Agent to call a meeting of the holders of Notes of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of Notes, the Notes of a Series a person shall be a holder of Outstanding Notes of such Series or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes of a Series shall constitute a quorum. In the absence of a quorum within two hours of the time fixed for any such meeting, the meeting shall be adjourned for a period of not less than 10 days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 additional days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be published only once, but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for lack of a quorum, the persons entitled to vote 35% in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes which shall constitute a quorum. Any Noteholder who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Noteholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing (which may include authorization to vote on any other matters as may come before the meeting). The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for the conduct of any meeting of the holders of the Notes of a Series with respect to the proof of the appointment holding of proxies in respect Notes of holders of Notessuch Series, the record date for determining the registered holders of Notes who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, the appointment and of 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes ------------------------------------- Securities may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities to be made, given or taken by holders of Notes Securities or to modify, amend or supplement the terms of the Notes Securities or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York London as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 1025% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this Section) shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities, a person shall be a holder of Outstanding Notes or a person duly appointed by an instrument in writing as proxy for such a holderSecurities. The persons entitled to vote a majority in principal amount of the Outstanding Notes Securities shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount the Outstanding Securities shall constitute a quorum for the taking of an action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities with respect to the proof of the appointment holdings of proxies in respect of holders of Notes, the record date for determining the registered holders of Notes who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken)Securities, the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Debt Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes such Debt Securities of such Series to be made, given or taken by holders of Notes Debt Securities of such Series or to modify, amend or supplement the terms of the Notes Debt Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Jamaica may at any time call a meeting of holders of Notes Debt Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent Jamaica shall determine. Notice of every meeting of holders of NotesDebt Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesDebt Securities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then than 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer Jamaica or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Debt Securities of a Series (as defined in subsection (dSection 11.4) shall, after the occurrence and during the continuance of this Section) shall any default under the Debt Securities of such Series, have requested the Fiscal Agent to call a meeting of the holders of Notes Debt Securities of such Series for any such purposepurpose specified in the first sentence of this Section 11.1, by written request setting forth in reasonable detail the action proposed to be taken at the such meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesDebt Securities, a person shall be a holder of Outstanding Notes Debt Securities of such Series or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Debt Securities of a Series shall 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 the holders, 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 the preceding paragraph of this Section 11.1, except that such notice need be given only once. Notice of reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debt Securities of a Series which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Debt Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Any meeting of holders of Debt Securities of a Series at which a quorum is present may be adjourned from time to time by vote of a majority in principal amount of the Outstanding Debt Securities of such Series represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed or decided by the persons entitled to vote 662/3% in aggregate principal amount of the Outstanding Debt Securities of such Series represented and voting, except as otherwise provided by Section 11.2. The Fiscal Agent may may, but is not required to, make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Debt Securities of a Series with respect to the proof of the holding of Debt Securities of such Series, the adjournment and chairmanship of such meeting, the appointment of proxies in respect of holders of NotesDebt Securities of such Series, the record date for determining the registered holders of Notes Debt Securities of such Series who are entitled to vote at such meeting (which date shall be designated by for the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; meeting (provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Debt Securities of such Series on the date such action is taken), the adjournment and chairmanship of such meeting), 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 deem appropriate. The Fiscal Agent shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by Jamaica or the holders of Debt Securities of a Series as provided above, in which case Jamaica or the holders of Debt Securities of such Series 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 vote of the persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such Series represented and voting at the meeting. The chairman of the meeting shall have no right to vote, except as holder of Debt Securities of such Series or proxy. A record, at least in duplicate, of the proceeding of each meeting of holders shall be prepared, and one such copy shall be delivered to Jamaica and another to the Fiscal Agent to be preserved by the Fiscal Agent.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Debt Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes such Debt Securities of such Series to be made, given or taken by holders of Notes Debt Securities of such Series or to modify, amend or supplement the terms of the Notes Debt Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Jamaica may at any time call a meeting of holders of Notes Debt Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent Jamaica shall determine. Notice of every meeting of holders of NotesDebt Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesDebt Securities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then than 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer Jamaica or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Debt Securities of a Series (as defined in subsection (dSection 11.4) shall, after the occurrence and during the continuance of this Section) shall any default under the Debt Securities of such Series, have requested the Fiscal Agent to call a meeting of the holders of Notes Debt Securities of such Series for any such purposepurpose specified in the first sentence of this Section 11.1, by written request setting forth in reasonable detail the action proposed to be taken at the such meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesDebt Securities, a person shall be a holder of Outstanding Notes Debt Securities of such Series or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Debt Securities of a Series shall 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 the holders, 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 the preceding paragraph of this Section 11.1, except that such notice need be given only once. Notice of reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debt Securities of a Series which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Debt Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Any meeting of holders of Debt Securities of a Series at which a quorum is present may be adjourned from time to time by vote of a majority in principal amount of the Outstanding Debt Securities of such Series represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed or decided by the persons entitled to vote 66 2/3% in aggregate principal amount of the Outstanding Debt Securities of such Series represented and voting, except as otherwise provided by Section 11.2. The Fiscal Agent may may, but is not required to, make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Debt Securities of a Series with respect to the proof of the holding of Debt Securities of such Series, the adjournment and chairmanship of such meeting, the appointment of proxies in respect of holders of NotesDebt Securities of such Series, the record date for determining the registered holders of Notes Debt Securities of such Series who are entitled to vote at such meeting (which date shall be designated by for the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; meeting (provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Debt Securities of such Series on the date such action is taken), the adjournment and chairmanship of such meeting), 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 deem appropriate. The Fiscal Agent shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by Jamaica or the holders of Debt Securities of a Series as provided above, in which case Jamaica or the holders of Debt Securities of such Series 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 vote of the persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such Series represented and voting at the meeting. The chairman of the meeting shall have no right to vote, except as holder of Debt Securities of such Series or proxy. A record, at least in duplicate, of the proceeding of each meeting of holders shall be prepared, and one such copy shall be delivered to Jamaica and another to the Fiscal Agent to be preserved by the Fiscal Agent.

Calling of Meeting, Notice and Quorum. A Unless otherwise specified in the Authorization for a Series of Debt Securities, a meeting of holders of Notes Debt Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes such Debt Securities of such Series to be made, given or taken by holders of Notes Debt Securities of such Series or to modify, amend or supplement the terms of the Notes Debt Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Jamaica may at any time call a meeting of holders of Notes Debt Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent Jamaica shall determine. Notice of every meeting of holders of NotesDebt Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesDebt Securities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then than 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer Jamaica or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Debt Securities of a Series (as defined in subsection (dSection 11.4) shall, after the occurrence and during the continuance of this Section) shall any default under the Debt Securities of such Series, have requested the Fiscal Agent to call a meeting of the holders of Notes Debt Securities of such Series for any such purposepurpose specified in the first sentence of this Section 11.1, by written request setting forth in reasonable detail the action proposed to be taken at the such meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesDebt Securities, a person shall be a holder of Outstanding Notes Debt Securities of such Series or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Debt Securities of a Series shall 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 the holders, 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 the preceding paragraph of this Section 11.1, except that such notice need be given only once. Notice of reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debt Securities of a Series which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Debt Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Any meeting of holders of Debt Securities of a Series at which a quorum is present may be adjourned from time to time by vote of a majority in principal amount of the Outstanding Debt Securities of such Series represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed or decided by the persons entitled to vote 66 2⁄3% in aggregate principal amount of the Outstanding Debt Securities of such Series represented and voting, except as otherwise provided by Section 11.2. The Fiscal Agent may may, but is not required to, make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Debt Securities of a Series with respect to the proof of the holding of Debt Securities of such Series, the adjournment and chairmanship of such meeting, the appointment of proxies in respect of holders of NotesDebt Securities of such Series, the record date for determining the registered holders of Notes Debt Securities of such Series who are entitled to vote at such meeting (which date shall be designated by for the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; meeting (provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Debt Securities of such Series on the date such action is taken), the adjournment and chairmanship of such meeting), 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 deem appropriate. The Fiscal Agent shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by Jamaica or the holders of Debt Securities of a Series as provided above, in which case Jamaica or the holders of Debt Securities of such Series 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 vote of the persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such Series represented and voting at the meeting. The chairman of the meeting shall have no right to vote, except as holder of Debt Securities of such Series or proxy. A record, at least in duplicate, of the proceeding of each meeting of holders shall be prepared, and one such copy shall be delivered to Jamaica and another to the Fiscal Agent to be preserved by the Fiscal Agent.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes the Securities of a Series may be called called, as set forth below, at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes the Securities of such Series or to modify, amend amend, supplement or supplement waive the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Issuer may at any time call a meeting of holders of Notes the Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York York, as the Fiscal Agent Issuer shall determine. Notice of every meeting of holders of Notesthe Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the Notes, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes (as defined in subsection (df) of this Section) Securities of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes the Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereofthereof not less than 30 nor more than 60 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of holders of Notesthe Securities of a Series, a person shall be a holder of Outstanding Notes or Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The At any meeting of holders, other than a meeting to discuss a Reserved Matter (as defined below), the persons entitled to vote a majority in of the aggregate principal amount of the Outstanding Notes Securities of a Series shall constitute a quorum, and at the reconvening of any such meeting adjourned for a lack of a quorum, the persons entitled to vote 25% of the aggregate principal amount of the Outstanding Securities of such Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At any meeting of holders held to discuss a Reserved Matter, the persons entitled to vote 75% of the aggregate principal amount of the Outstanding Securities of a Series shall constitute a quorum, and at the reconvening of any such meeting adjourned for a lack of quorum, the persons entitled to vote 75% of the aggregate principal amount of the Outstanding Securities of such Series shall constitute a quorum for the taking of any action set forth in the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 30 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 meetings as it shall deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Noteholders may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes to be made, given or taken by holders of Notes Noteholders or to modify, amend or supplement the terms of the Notes or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Noteholders for any such purpose to be held at such time and at such place in as determined by the Borough of Manhattan, The City of New York as the Fiscal Agent shall determineRequired Noteholders. Notice of every meeting of holders of NotesNoteholders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the Notesgiven, not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the date fixed for the meeting (provided meeting; provided, that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 than ten (10) nor more than 60 sixty (60) days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least ten percent (10% %) in aggregate principal amount of the Note Outstanding Notes (as defined in subsection (d) of this Section) Amount shall have requested the Fiscal Agent to call a meeting of the holders of Notes Noteholders for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesNoteholders, a person Person shall be a holder of Outstanding Notes or a person Person duly appointed by an instrument in writing as proxy for such a holderNoteholder. The persons Persons entitled to vote a majority in aggregate principal amount of the Outstanding Notes shall constitute a quorum. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Noteholders with respect to the proof of the appointment of proxies in respect of holders of NotesNoteholders, the record date for determining the Persons in whose names such Notes are registered holders of Notes on the Register who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove herein above referred to and which shall be not less than 15 ten (10) nor more than 60 sixty (60) days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Junior Notes may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Junior Notes to be made, given or taken by holders of Junior Notes or to modify, amend or supplement the terms of the Junior Notes or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Junior Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Junior Notes for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of Junior Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the Junior Notes, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Junior Notes (as defined in subsection (d) of this Section) shall have requested the Fiscal Agent to call a meeting of the holders of Junior Notes for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of Junior Notes, a person shall be a holder of Outstanding Junior Notes or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Junior Notes shall constitute a quorum. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Junior Notes with respect to the proof of the appointment of proxies in respect of holders of Junior Notes, the record date for determining the registered holders of Junior Notes who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Junior Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes the Securities of a Series may be called called, as set forth below, at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities of such Series to be made, given or taken by holders of Notes the Securities of such Series or to modify, amend or supplement the terms of the Notes Securities of such Series or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Mexico may at any time call a meeting of holders of Notes the Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent Mexico shall determine. Notice of every meeting of holders of Notesthe Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities of such Series, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in of the aggregate principal amount of the Outstanding Notes (as defined in subsection (df) of this Section) Securities of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Notes the Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereofthereof not less than 30 nor more than 60 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of holders of Notesthe Securities of a Series, a person shall be a holder of Outstanding Notes or Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder. The At any meeting of holders, other than a meeting to discuss a Reserved Matter (as defined below), the persons entitled to vote a majority in of the aggregate principal amount of the Outstanding Notes Securities of a Series shall constitute a quorum, and at the reconvening of any such meeting adjourned for a lack of a quorum, the persons entitled to vote 25% of the aggregate principal amount of the Outstanding Securities of such Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At any meeting of holders held to discuss a Reserved Matter, the persons entitled to vote 75% of the aggregate principal amount of the Outstanding Securities of a Series shall constitute a quorum. The Fiscal Agent Mexico may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of Notesregistered Securities of such Series, the record date for determining the registered holders owners of Notes registered Securities of such Series who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 meetings as it shall deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Debt Securities may be called at any time as specified hereunder and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Debt Securities to be made, given or taken by holders of Notes the Debt Securities or to modify, amend or supplement the terms of the Notes Debt Securities or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Agreement or the terms of the Notes or give consents or waivers or take other actions with respect thereto. The Fiscal Agent Republic may at any time call a meeting of holders of Notes Debt Securities for any such purpose to be held at such time and at such place as the Republic shall determine. In case at any time the Republic or the holder or holders of 10% or more in principal amount of the Debt Securities at the time outstanding shall, after the occurrence and during the continuance of any default under the Debt Securities, have requested the Fiscal Agent to call a meeting of the holders of Debt Securities for any purpose specified in the Borough first sentence of Manhattanthis Section 10(a), The City of New York as by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall determinecall such meeting for such purpose by giving notice thereof pursuant to instructions regarding the regulations for such meeting received from the Republic as set forth below. Notice of every meeting of holders of NotesDebt Securities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesDebt Securities to the holders of the Debt Securities at the time outstanding and the Republic, as applicable, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then than 15 day nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes (as defined in subsection (d) of this Section) shall have requested the Fiscal Agent to call a meeting of the holders of Notes for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesDebt Securities, a person shall be a holder of Outstanding Notes outstanding Debt Securities or a person duly appointed by an instrument in writing as proxy for such a holder. The quorum for any meeting convened to consider a Non-Reserved Matter (as defined in subsection (b) of this Section) shall be one or more persons entitled to vote a majority in holding or representing not less than 66 2/3% of the aggregate principal amount of the Outstanding Notes shall constitute Debt Securities at the time outstanding or, at the reconvening of any such meeting adjourned for a quorumlack of a quorum for the taking of any action set forth in the notice of the original meeting, not less than 25% of the aggregate principal amount of the Debt Securities at the time outstanding. The Fiscal Agent At any meeting, the business of which is to consider Reserved Matters (as defined in subsection (c) of this Section), the necessary quorum will be one or more persons holding or representing not less than 75% of the aggregate principal amount of the Debt Securities at the time outstanding or, at the reconvening of any such meeting adjourned for a lack of a quorum for the taking of any action set forth in the notice of the original meeting, not less than 50% of the aggregate principal amount of the Debt Securities at the time outstanding. Xxx Xxxxxxxx may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Debt Securities with respect to the proof of the holding of the Debt Securities, appointment of proxies in respect of holders of NotesDebt Securities, the record date for determining the registered holders owners of Notes Debt Securities who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 30 nor more than 60 90 days prior to such meeting; provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate; if the Fiscal Agent is calling such meeting upon request of the Republic or the holders of Debt Securities, the Republic shall provide the Fiscal Agent with a form of notice setting forth of such regulations (and such other information as the Fiscal Agent may request) no later than two Business Days prior to the date the notice for the meeting is supposed to be given by the Fiscal Agent.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities to be made, given or taken by holders of Notes Securities or to modify, amend or supplement the terms of the Notes Securities or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the Commissioner, modify, amend or supplement this Fiscal Agency Agreement or the terms of the Notes Securities or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then than 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this Section) shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities, a person shall be a holder of Outstanding Notes Securities or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Securities shall constitute a quorum. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities with respect to the proof of the appointment of proxies in respect of holders of NotesSecurities, the record date for determining the registered holders owners of Notes Securities who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; , provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Securities on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes Securities to be made, given or taken by holders of Notes Securities or to modify, amend or supplement the terms of the Notes Securities or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the CommissionerSuperintendent, modify, amend or supplement this Fiscal Agency Agreement or the terms of the Notes Securities or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided thatmeeting; provided, that in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then than 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this Section) shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities, a person shall be a holder of Outstanding Notes Securities or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Securities shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities with respect to the proof of the appointment of proxies in respect of holders of NotesSecurities, the record date for determining the registered holders owners of Notes Securities who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall not be not less than 15 nor more than 60 days prior to such meeting; provided provided, that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Securities on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.

Calling of Meeting, Notice and Quorum. A meeting of holders of Notes Securities may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided 14 18 by this Agreement or the Notes Securities to be made, given or taken by holders of Notes Securities or to modify, amend or supplement the terms of the Notes Securities or this Agreement as hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent may, only with the prior approval of the CommissionerSuperintendent, modify, amend or supplement this Fiscal Agency Agreement or the terms of the Notes Securities or give consents or waivers or take other actions with respect thereto. The Fiscal Agent may at any time call a meeting of holders of Notes Securities for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of NotesSecurities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the NotesSecurities, not less than 30 nor more than 60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less then than 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the Outstanding Notes Securities (as defined in subsection (d) of this Section) shall have requested the Fiscal Agent to call a meeting of the holders of Notes Securities for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof. To be entitled to vote at any meeting of holders of NotesSecurities, a person shall be a holder of Outstanding Notes Securities or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Notes Securities shall constitute a quorum. At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. The Fiscal Agent may make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Notes Securities with respect to the proof of the appointment of proxies in respect of holders of NotesSecurities, the record date for determining the registered holders owners of Notes Securities who are entitled to vote at such meeting (which date shall be designated by the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting; , provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Notes Securities on the date such action is taken), the adjournment and chairmanship of such meeting, 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 deem appropriate.