Common use of Determination of Voting Rights; Conduct and Adjournment of Meeting Clause in Contracts

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Issuer or the Noteholders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.2, at any meeting each Noteholder proxy shall be entitled to one vote for each U.S.$1,000 principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to Section 10.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any a meeting of NoteholdersHolders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 9.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 9.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 9.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 10.03, in which case the Company or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) Subject to . Each Holder of a Security of the provisions of Section 9.2, at any meeting each Noteholder applicable series or related proxy shall be entitled to one vote for each U.S.$1,000 principal amount with respect to the Outstanding Securities of Notes such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 10.02 or 10.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersSecurityholders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 8.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 8.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 8.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 9.03, in which case the Company or the Noteholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.28.04, at any meeting each Noteholder any Securityholder of a series or proxy shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Notes Securities of such series held or represented by him; him (in the case of Original Issue Discount Securities, such principal amount is the amount that would be due and payable upon the acceleration of the maturity thereof pursuant to Section 6.01) provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstandingoutstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersSecurityholders of such series. Any meeting of Noteholders Securityholders duly called pursuant to Section 10.2 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held Securities in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 8.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 8.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 8.02 or by having the signature of the person Person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 9.03, in which case the Company or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of at least a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.2, at . At any meeting each Noteholder Holder of a Note or proxy shall be entitled to one vote for each U.S.$1,000 $1 principal amount of Notes held or represented by himsuch Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him such chairman or instruments in writing as aforesaid duly designating him such chairman as the person Person to vote on behalf of other NoteholdersHolders. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons Persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons Persons holding or representing at least a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Outstanding Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 (Acts of Holders) or other proof. Except as otherwise permitted or required by any such regulations, the holding of Outstanding Notes shall be proved in the manner specified in Section 9.1 (Acts of Holders) and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 (Acts of Holders) or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders as provided in Section 9.4 (the Issuer May Call Meeting), in which case the Issuer or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes Majority Holders represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.29.10 (Notes Owned by Certain persons Deemed Not Outstanding), at any meeting each Noteholder Holder of an outstanding Note that is present or represented by proxy at such meeting shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Outstanding Notes held or represented by himit; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstandingoutstanding. The chairman of the meeting shall have no right to vote other than by virtue of Outstanding Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of Notes. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 9.3 (Call of Meetings by Trustee) or Section 9.4 (The Issuer May Call Meeting) may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Outstanding Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; butprovided, however, that if less than a quorum shall be presentpresent at any meeting, the persons holding or representing a majority of the Notes Majority Holders represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Indenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Indenture Trustee. (b) The Issuer or the Noteholders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.2, at any meeting each Noteholder proxy shall be entitled to one vote for each U.S.$1,000 principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to Section 10.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 7.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 7.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 7.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Trustee or the Issuer or the Noteholders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.27.2, at any meeting each Noteholder or proxy shall be entitled to one vote for each U.S.$1,000 principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to Section 10.2 8.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.28.2. At any meeting, the presence of persons Persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons Persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any a meeting of NoteholdersHolders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 9.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 9.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 9.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 10.03, in which case the Company or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) Subject to . Each Holder of a Security of the provisions of Section 9.2, at any meeting each Noteholder applicable series or related proxy shall be entitled to one vote for each U.S.$1,000 principal amount with respect to the Outstanding Securities of Notes such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 10.02 or 10.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting meting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 8.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 8.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 8.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 9.03, in which case the Company or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.2, at . At any meeting each Noteholder Holder of a Note or proxy shall be entitled to one vote for each U.S.$1,000 $1 principal amount of Notes held or represented by himsuch Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him such chairman or instruments in writing as aforesaid duly designating him such chairman as the person to vote on behalf of other NoteholdersHolders. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Issuer Unibanco or the Noteholders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.2, at any meeting each Noteholder proxy shall be entitled to one vote for each U.S.$1,000 principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to Section 10.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes Bonds and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the 155 proof specified in Section 9.1 10.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Bonds shall be proved in the manner specified in Section 9.1 10.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 10.1 or by having the signature of the person Person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Partnership, the Funding Corporation or Holders as provided in Section 11.3, in which case the Partnership, the Funding Corporation or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Bonds represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.210.2, at any meeting each Noteholder Holder of a Bond of a series or proxy shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Notes Bonds of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Bond challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Bonds of such series held by him or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 11.2 or 11.3 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons Persons holding or representing Notes Bonds with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum may be present, the persons Persons holding or representing a majority of the Notes Bonds represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes Bonds and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 12.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Bonds shall be proved in the manner specified in Section 9.1 12.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 12.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer or the Noteholders Holders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be NRG Northeast Generating Indenture elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Bonds represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.212.2, at any meeting each Noteholder Holder of a series or proxy shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Notes Bonds of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Bond challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Bonds of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 13.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Bonds with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Bonds represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Issuer or the Noteholders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.2, at any meeting each Noteholder proxy shall be entitled to one vote for each U.S.$1,000 principal amount of Notes held or represented by him; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to Section 10.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersDebentureholders, in regard to proof of the holding of Notes Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 or other proof. Except as otherwise permitted or required by any such regulations, the 66 76 holding of Notes Debentures shall be proved proven in the manner specified in Section 9.1 9.02 and the appointment of any proxy shall be proved proven in the manner specified in said Section 9.1 9.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, bankerbankers, trust company company, broker or firm satisfactory dealer deemed by the Trustee to be satisfactory. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the Trustee. (b) The Issuer meeting, unless the meeting shall have been called by the Company or by Debentureholders as provided in Section 10.03, in which case the Company or the Noteholders Debentureholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders holders of a majority in aggregate principal amount of the Notes Debentures represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.29.04, at any meeting each Noteholder Debentureholder or proxy shall be entitled to one vote for each U.S.$1,000 $25.00 principal amount of Notes held or represented by him; Debentures, provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Debentures challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstandingoutstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Debentures held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersDebentureholders. Any meeting of Noteholders Debentureholders duly called pursuant to the provisions of Section 10.2 10.02 or 10.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon without further notice except as set forth provided in Section 10.2. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present10.05.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Outstanding Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 6.1 (Acts of Holders) or other proof. Except as otherwise permitted or required by any such regulations, the holding of Outstanding Notes shall be proved in the manner specified in Section 9.1 6.1 (Acts of Holders) and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 6.1 (Acts of Holders) or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee.Trustee.‌ (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders as provided in Section 6.4 (the Issuer May Call Meeting), in which case the Issuer or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Outstanding Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.26.10 (Notes Owned by Certain persons Deemed Not Outstanding), at any meeting each Noteholder Holder of an outstanding Note that is present or represented by proxy at such meeting shall be entitled to one vote for each U.S.$1,000 $1 principal amount of Outstanding Notes held or represented by himit; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstandingoutstanding. The chairman of the meeting shall have no right to vote other than by virtue of Outstanding Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of Notes. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 6.3 (Call of Meetings by Trustee) or Section 6.4 (the Issuer May Call Meeting) may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Outstanding Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; butprovided, however, that if less than a quorum shall be presentpresent at any meeting, the persons holding or representing a majority of the Outstanding Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any a meeting of NoteholdersHolders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 9.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 9.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 9.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 10.03, in which case the Company or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) Subject to . Each Holder of a Security of the provisions of Section 9.2, at any meeting each Noteholder applicable series or related proxy shall be entitled to one vote for each U.S.$1,000 principal amount with respect to the Outstanding Securities of Notes such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 10.02 or 10.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of ACTIVE 255643008v.4 the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersSecurityholders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 7.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 7.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 7.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Issuer or the Noteholders Securityholders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Securityholders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.27.2, at any meeting each Noteholder Securityholder or proxy shall be entitled to one vote for each U.S.$1,000 principal amount of Notes Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersSecurityholders. Any meeting of Noteholders Securityholders duly called pursuant to Section 10.2 8.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.28.2. At any meeting, the presence of persons holding or representing Notes Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 8.01 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 8.01 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 8.01 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Issuer or the Noteholders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.28.02, at any meeting each Noteholder proxy shall be entitled to one vote for each U.S.$1,000 S/.1,000 principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to Section 10.2 9.02 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.29.02. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersSecurityholders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 8.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 8.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 8.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 9.03, in which case the Company or the Noteholders Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.28.04, at any meeting each Noteholder Securityholder of a series of proxy shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Notes Securities of such series held or represented by him; him (in the 64 Exhibit 4.2.15.1 case of Original Issue Discount Securities, such principal amount is the amount that would be due and payable upon the acceleration of the maturity thereof pursuant to Section 6.01) provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstandingoutstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersSecurityholders of such series. Any meeting of Noteholders Securityholders duly called pursuant to Section 10.2 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held Securities in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions provision of this Indenture, the Bond Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 6.1 (Acts of Holders) or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 6.1 (Acts of Holders) and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 6.1 (Acts of Holders) or by having the signature of the person Person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Bond Trustee. (b) The Issuer Bond Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by Funding Company or by Holders as provided in Section 6.4 (Funding Company and Holders May Call Meeting), in which case Funding Company or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.26.10 (Securities Owned by Certain Persons Deemed Not Outstanding), at any meeting each Noteholder Holder of a Security or a proxy shall be entitled to one vote for each U.S.$1,000 $100,000 principal amount of Notes Securities held or represented by himit; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to Section 10.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.to

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes Bonds and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 11.2 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Bonds shall be proved in the manner specified in Section 9.1 11.2 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 11.2 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 12.3, in which case the Company or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Bonds represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.211.3, at any meeting each Noteholder Holder of a series or proxy shall be entitled to one vote for each U.S.$1,000 $100,000 principal amount of Notes Bonds of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Bond challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Bonds of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 12.2 or 12.3 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Bonds with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Bonds represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Company or the Noteholders Holders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.2, at any meeting each Noteholder Holder or proxy shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 7.01 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 7.01 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 7.01 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Trustee or the Issuer or the Noteholders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.27.02, at any meeting each Noteholder or proxy shall be entitled to one vote for each U.S.$1,000 principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to Section 10.2 8.02 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.28.02. At any meeting, the presence of persons Persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons Persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, Holders of Securities of a series in regard to proof of the holding of Notes Securities of such series and of the appointment of proxies, proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 104 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1302(b), in which case the Company or the Noteholders Holders of Securities of the 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 Noteholders of Persons entitled to vote a majority in aggregate principal amount of the Notes Outstanding Securities of such series represented at the meeting and entitled to votemeeting. (c) Subject to the provisions of Section 9.2, at At any meeting each Noteholder Holder of a Security of such series or proxy shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Notes the Outstanding Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue vote, except as a Holder of Notes held by him a Security of such series or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. proxy. (d) Any meeting of Noteholders Holders of Securities of any series duly called pursuant to Section 10.2 1302 at which a quorum is present may be adjourned from time to time, time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned upon notice as set forth in Section 10.2. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been presentwithout further notice.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Outstanding Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 6.1 (Acts of Holders) or other proof. Except as otherwise permitted or required by any such regulations, the holding of Outstanding Notes shall be proved in the manner specified in Section 9.1 6.1 (Acts of Holders) and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 6.1 (Acts of Holders) or by having the signature of the person Person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee.Trustee.‌ (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders as provided in Section 6.4 (the Issuer and Holders May Call Meeting), in which case the Issuer or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Outstanding Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.26.10 (Notes Owned by Certain Persons Deemed Not Outstanding), at any meeting each Noteholder Holder of an outstanding Note or a proxy shall be entitled to one vote for each U.S.$1,000 $250,000 principal amount of Outstanding Notes held or represented by himit; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstandingoutstanding. The chairman of the meeting shall have no right to vote other than by virtue of Outstanding Notes held by him or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other NoteholdersHolders of Notes. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 6.3 (Call of Meetings by Trustee) or Section 6.4 (the Issuer and Holders May Call Meeting) may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons Persons holding or representing Outstanding Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; butprovided, however, that if less than a quorum shall be presentpresent at any meeting, the persons Persons holding or representing a majority of the Outstanding Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any a meeting of NoteholdersHolders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 9.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 9.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 9.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or the Noteholders Guarantor or by Holders as provided in Section 10.03, in which case the Company, the Guarantor or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.29.03, at any meeting meeting, each Noteholder Holder of a Security of the applicable series or related proxy shall be entitled to one vote for each U.S.$1,000 principal amount with respect to the outstanding Securities of Notes such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 10.02 or 10.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 8.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 8.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 8.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 9.03, in which case the Company or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.28.03, at any meeting each Noteholder Holder of a series or proxy shall be entitled to one vote for each U.S.$1,000 $1 principal amount, or the equivalent thereof in any currency or currency unit in which such Securities are denominated (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of Notes Outstanding) of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 7.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 7.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 7.1 or by having the signature of the person Person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by CE Generation or by Holders as provided in Section 7.4, in which case CE Generation or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.27.8, at any meeting each Noteholder Holder of a Security or a proxy shall be entitled to one vote for each U.S.$1,000 $100,000 principal amount of Notes Securities held or represented by himit; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities held by him or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other NoteholdersHolders of Securities. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 7.3 or Section 7.4 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons Persons holding or representing Notes Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; butprovided, however, that if less than a quorum shall be presentpresent at any meeting, the persons Persons holding or representing a majority of the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Issuer or the Noteholders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.2, at any meeting each Noteholder or proxy shall be entitled to one vote for each U.S.$1,000 U.S.$10,000 principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to Section 10.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes Bonds and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 104 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Bonds shall be proved in the manner specified in Section 9.1 104 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders as provided in Section 1503, in which case the Issuer or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Bonds represented at the meeting and entitled to vote. (c) Subject to the provisions At any meeting, each Holder of Section 9.2, at any meeting each Noteholder a Bond or a proxy shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Notes Bonds held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstandingit. The chairman of the meeting shall have no right to vote other than by virtue of Notes Bonds held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 1502 or 1503 may be adjourned from time to timetime to a place, date and time announced at such meeting, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2. without further notice. (d) At any meetingmeeting duly called pursuant to this Article 15, the presence of persons holding or representing Notes with respect to which such meeting is being held Bonds in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Bonds represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Outstanding Notes and of the appointment of proxies, and in regard to the the‌ appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fitdeem appropriate. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 (Acts of Holders) or other proof. Except as otherwise permitted or required by any such regulations, the holding of Outstanding Notes shall be proved in the manner specified in Section 9.1 (Acts of Holders) and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 (Acts of Holders) or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders as provided in Section 9.4 (the Issuer May Call Meeting), in which case the Issuer or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders of a majority in aggregate principal amount of the Notes Majority Holders represented at the meeting and entitled to vote. (c) Subject to the provisions of Section 9.29.10 (Notes Owned by Certain persons Deemed Not Outstanding), at any meeting each Noteholder Holder of an outstanding Note that is present or represented by proxy at such meeting shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Outstanding Notes held or represented by himit; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstandingoutstanding. The chairman of the meeting shall have no right to vote other than by virtue of Outstanding Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of Notes. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 9.3 (Call of Meetings by Trustee) or Section 9.4 (The Issuer May Call Meeting) may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Outstanding Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; butprovided, however, that if less than a quorum shall be presentpresent at any meeting, the persons holding or representing a majority of the Notes Majority Holders represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Note Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, vote and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 or other proof. Except as otherwise permitted or required by any such regulations, the The holding of Notes shall be proved in the manner specified in Section 9.1 6.2 hereof and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 6.2 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Note Trustee. (b) . The Note Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders as provided in Section 7.3 hereof, in which case the Issuer or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.26.3 hereof, at any meeting each Noteholder Holder or proxy shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Notes held or represented by himit; provided, however, that no vote shall be cast or counted at any meeting in respect of any the Note challenged as not Outstanding and ruled by the chairman of the meeting not to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him it or instruments in writing as aforesaid duly designating him it as the person to vote on behalf of other NoteholdersHolders. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 7.2 or 7.3 hereof may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any a meeting of NoteholdersHolders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 8.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 8.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 8.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or the Noteholders Guarantor or by Holders as provided in Section 9.03, in which case the Company, the Guarantor or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.28.03, at any meeting meeting, each Noteholder Holder of a Security of the applicable series or related proxy shall be entitled to one vote for each U.S.$1,000 principal amount with respect to the outstanding Securities of Notes such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Securities represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 9.02 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Securities shall be proved in the manner specified in Section 9.1 8.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 8.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 9.03, in which case the Company or the Noteholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Securities represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.28.03, at any meeting each Noteholder Holder of a series or proxy shall be entitled to one vote for each U.S.$1,000 $1 principal amount, or the equivalent thereof in any currency or currency unit in which such Securities are denominated (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of Notes Outstanding) of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Securities with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.representing

Determination of Voting Rights; Conduct and Adjournment of Meeting. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of NoteholdersHolders, in regard to proof of the holding of Notes Bonds and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.1 12.1 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Notes Bonds shall be proved in the manner specified in Section 9.1 12.1 and the appointment of any proxy shall be proved in the manner specified in said Section 9.1 12.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or firm satisfactory to the Trustee. (b) . The Issuer or the Noteholders Holders calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be NRG Northeast Generating Indenture ---------------------------------- -80- elected by vote of the Noteholders Holders of a majority in aggregate principal amount of the Notes Bonds represented at the meeting and entitled to vote. (c) . Subject to the provisions of Section 9.212.2, at any meeting each Noteholder Holder of a series or proxy shall be entitled to one vote for each U.S.$1,000 $1,000 principal amount of Notes Bonds of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note Bond challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes Bonds of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other NoteholdersHolders of such series. Any meeting of Noteholders Holders duly called pursuant to Section 10.2 13.2 may be adjourned from time to time, and the meeting may be held as so adjourned upon notice as set forth in Section 10.2without further notice. At any meeting, the presence of persons holding or representing Notes Bonds with respect to which such meeting is being held in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Notes Bonds represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.