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

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or other proof. 14.4.2 The Trustee shall, by an instrument in writing appoint a temporary chair of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.2, in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chair. A permanent chair and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair of the meeting to be not Outstanding. The chair of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any provisions of this Indenture, the Trustee Company may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 104 and the appointment of any proxy shall be proved in the manner specified in Section 1.4104. 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 1.4 104 or other proof. 14.4.2 (b) The Trustee Company shall, by an instrument in writing appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.2Subsection 1502(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, meeting shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities of such series held or represented by him; provided , her or it (determined as specified in the definition of “Outstanding” in Section 1.1); providedthat, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 1502 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the (a) The holding of Securities shall be proved in the manner specified in Section 1.4 1.05 and the appointment of any proxy shall be proved in the manner specified in Section 1.41.05. 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 1.4 1.05 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.213.02(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series or and each proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or as a proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 13.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Supplemental Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Debentures in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Debentures shall be proved in the manner specified in Section 1.4 5.7 and the appointment of any proxy shall be proved in the manner specified in Section 1.45.7. 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 1.4 5.7 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Issuer or by Holders of Securities Debentures as provided in Section 14.1.25.2(b), in which case the Company Issuer or the Holders of Securities of the series Debentures calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series Debenture or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series Debenture held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1)such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Debenture challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series Debenture or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series Debentures duly called pursuant to Section 14.1 5.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any provisions of this IndentureGuarantee, the Security Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series Senior Preferred Shares 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 its shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Senior Preferred Shares shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. Such regulations may provide that written instruments appointing proxies, regular on their face, proxies may be presumed valid and genuine without the proof specified in Section 1.4 or other proof. 14.4.2 (b) The Trustee Corporation shall, by an instrument in writing writing, appoint a temporary chair chairman and secretary of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Guarantor or by Holders of Securities as provided in Section 14.1.211.2(b), in which case the Company Guarantor or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman and secretary. A permanent chair chairman and a permanent secretary of the a meeting called by Holders shall be elected by vote of the Persons entitled to vote representing a majority in principal amount of the Outstanding Securities aggregate Liquidation Amount of such series all of the then outstanding Senior Preferred Shares represented and voted at the meeting. 14.4.3 At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair of the meeting to be not Outstanding. The chair of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 c) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 11.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote representing a majority in principal amount of the Outstanding Securities aggregate Liquidation Amount of such series all of the then outstanding Senior Preferred Shares represented and voted at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (i) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series such Series in regard to proof of the holding of Securities of such series Series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 1.04, and the appointment of any proxy shall be proved in the manner specified in Section 1.41.04. 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 1.4 1.04 or other proof. 14.4.2 (ii) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairperson of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.214.02(ii), in which case the Company or the Holders of Securities of the series Series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairperson. A permanent chair chairperson and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Series represented at the meeting. 14.4.3 (iii) At any meeting meeting, each Holder of a Security of such series Series or proxy shall be entitled to one vote for each $1,000 principal amount (or the equivalent in Euros, any common or composite currency or a Foreign Currency) of Outstanding Securities of such series Series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairperson of the meeting not to be not Outstanding. The chair chairperson of the meeting shall have no right to vote, except as a Holder of a Security of such series Series or proxy. 14.4.4 (iv) Any meeting of Holders of Securities of any series Series duly called pursuant to Section 14.1 14.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Series represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 1.3 hereof and the appointment of any proxy shall be proved in the manner specified in Section 1.41.3 hereof. 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 1.4 1.3 hereof or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.28.2(b) hereof, in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 8.2 hereof at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series such Series in regard to proof of the holding of Securities of such series Series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.41.04. 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 1.4 1.04 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairperson of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Issuer or by Holders of Securities as provided in Section 14.1.214.02(ii), in which case the Company Issuer, the Guarantor or the Holders of Securities of the series Series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairperson. A permanent chair chairperson and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series Series or proxy shall be entitled to one vote for each $1,000 principal amount (or the equivalent in ECU, any other composite currency or a Foreign Currency) of Outstanding Securities of such series Series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairperson of the meeting not to be not Outstanding. The chair chairperson of the meeting shall have no right to vote, except as a Holder of a Security of such series Series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series Series duly called pursuant to Section 14.1 14.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Series represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Notes in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Notes shall be proved in the manner specified in Section 1.4 105 and the appointment of any proxy shall be proved in the manner specified in Section 1.4105. 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 1.4 105 or other proof. 14.4.2 (2) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities Notes as provided in Section 14.1.21402(2), in which case the Company or the Holders of Securities of the series Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Notes represented at the meeting. 14.4.3 (3) At any meeting meeting, each Holder of a Security of such series Note or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series Notes held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Note challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. If the Notes are issuable in minimum denominations of less than $1,000, then a Holder of such a Note in a principal amount of less than $1,000, shall be entitled to a fraction of one vote which is equal to the fraction that the principal amount of such Note bears to $1,000. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series Note or proxy. 14.4.4 (4) Any meeting of Holders of Securities of any series Notes duly called pursuant to Section 14.1 1402 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Notes represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (1) Notwithstanding any other provisions of this Indenture, the Trustee Company may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series 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 meetings as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Debentures shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4104. 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 1.4 104 or other proof. 14.4.2 (2) The Trustee Company shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.21302(2), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting. 14.4.3 (3) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series Debentures held or represented by him; PROVIDED, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security Debenture challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 1302 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities SENs of a series Series in regard to proof of the holding of Securities SENs of such series Series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it its shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities SENs shall be proved in the manner specified in Section 1.4 104 and the appointment of any proxy shall be proved in the manner specified in Section 1.4104. 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 1.4 104 or other proof. 14.4.2 (b) The Trustee shallTrustee, the Company or the Guarantor, as the case may be, shall by an instrument in writing appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.2, in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chair. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities SENs of such series Series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security SEN of such series Series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities SENs of such series Series held or represented by him, her or it him (determined as specified in the definition of “"Outstanding” " in Section 1.1101); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security SEN challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security SEN of such series Series or proxy.. 113 000 14.4.4 Any (x) Xxx meeting of Holders of Securities SENs of any series Series duly called pursuant to Section 14.1 1702 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities SENs of such series Series represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenturehereof, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Bondowners in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Bonds shall be proved in the manner specified in Section 1.4 1202 and the appointment of any proxy shall be proved in the manner specified in Section 1.41202 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker or trust company authorized by Section 1202 to certify to the holding of Bonds. 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 1.4 1202 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities Bondowners as provided in subsection (b) of Section 14.1.21103, in which case the Company or the Holders of Securities of the series Bondowners calling the meeting, as the case may be, meeting shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote Owners of a majority in principal amount of the Outstanding Securities of such series Bonds represented at the meetingmeeting and entitled to vote. 14.4.3 (c) At any meeting each Holder of a Security of such series Bondowner or proxy shall be entitled to one vote for each $1,000 5,000 principal amount of Outstanding Securities of such series Bonds held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Bond challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series Bondowner or proxy. 14.4.4 (d) At any meeting of Bondowners, the presence of persons holding or representing Bonds in an aggregate principal amount sufficient under the appropriate provision hereof to take action upon the business for the transaction of which such meeting was called shall constitute a quorum. Any meeting of Holders of Securities of any series duly Bondowners called pursuant to Section 14.1 at which a quorum is present 1103 may be adjourned from time to time by the chair vote of the meeting with consent Owners (or proxies for the Owners) of a majority of the Holders entitled to vote a majority in principal amount of the Outstanding Securities of such series Bonds represented at the meeting and voting thereonentitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.210.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by 75 vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him; PROVIDED, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 10.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 104 and the appointment of any proxy shall be proved in the manner specified in Section 1.4104. 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 1.4 104 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.21302(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $_1,000 principal amount of Outstanding Securities of such series held or represented by him; PROVIDED, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 1302 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without 1.04 or by having the proof specified in signature of the Person executing the proxy witnessed or certified by any officer authorized by Section 1.4 or other proof1.04(c) to certify to the holding of Bearer Securities. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.27.02(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him; PROVIDED, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 7.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 104 and the appointment of any proxy shall be proved in the manner specified in Section 1.4104. 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 1.4 104 or other proof. 14.4.2 (2) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Issuer, any Guarantor or by the Holders of Securities as provided in Section 14.1.21502(2), in which case the Company Issuer, any Guarantor or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (3) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. If the Securities of such series are issuable in minimum denominations of less than $1,000, then a Holder of such a Security in a principal amount of less than $1,000 shall be entitled to a fraction of one vote which is equal to the fraction that the principal amount of such Security bears to $1,000. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 1502 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the 75 84 holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Issuer or the Guarantor or by Holders of Securities as provided in Section 14.1.29.2(b), in which case the Company Issuer or the Guarantor or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 U.S.$1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 9.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Debentures in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Debentures shall be proved in the manner specified in Section 1.4 1.3 hereof and the appointment of any proxy shall be proved in the manner specified in Section 1.41.3 hereof. 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 1.4 1.3 hereof or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities Debentures as provided in Section 14.1.28.2(b) hereof, in which case the Company or the Holders of Securities of the series Debentures calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series Debenture or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series Debentures held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Debenture challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series Debenture or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series Debentures duly called pursuant to Section 14.1 8.2 hereof at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series such Series in regard to proof of the holding of Securities of such series Series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.41.04. 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 1.4 1.04 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairperson of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Applicable Issuer or by Holders of Securities as provided in Section 14.1.214.02(ii), in which case the Company Issuer, the Guarantor or the Holders of Securities of the series Series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairperson. A permanent chair chairperson and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series Series or proxy shall be entitled to one vote for each $1,000 principal amount (or the equivalent in ECU, any other composite currency or a Foreign Currency) of Outstanding Securities of such series Series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairperson of the meeting not to be not Outstanding. The chair chairperson of the meeting shall have no right to vote, except as a Holder of a Security of such series Series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series Series duly called pursuant to Section 14.1 14.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Series represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders holders of Securities of a series Convertible Notes in regard to proof of the holding of Securities of such series Convertible 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Convertible Notes shall be proved in the manner specified in Section 1.4 10.16 and the appointment of any proxy shall be proved in the manner specified in Section 1.410.16. 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 1.4 10.16 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Company, the Guarantor or by Holders holders of Securities Convertible Notes as provided in Section 14.1.213.02(b), in which case the Company Company, Guarantor or the Holders holders of Securities of the series Convertible Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series outstanding Convertible Notes represented at the meeting. 14.4.3 (c) At any meeting each Holder holder of a Security of such series Convertible Note or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series Convertible Notes held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Convertible Notes challenged as not Outstanding outstanding and ruled by the chair chairman of the meeting to be not Outstandingoutstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder holder of a Security of such series Convertible Notes or proxy. 14.4.4 (d) Any meeting of Holders holders of Securities of any series Convertible Notes duly called pursuant to Section 14.1 13.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series outstanding Convertible Notes, represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Bonds in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Bonds shall be proved in the manner specified in Section 1.4 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.41.04 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker. 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 1.4 1.04 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Issuer or by the Holders of Securities Bonds as provided in Section 14.1.29.02(b), in which case the Company Issuer or the Holders of Securities of the series Bonds calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Bonds Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of Person entitled to vote at such series or proxy meeting shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series Bonds held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1)such Person; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged Bond xxxllenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series Bond or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series Bonds duly called pursuant to Section 14.1 9.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Bonds Outstanding Securities of such series represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such the series with respect to which the meeting is called 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 14.07 and the appointment of any proxy shall be proved in the manner specified in Section 1.414.07. 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 1.4 14.07 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.213.02(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series or proxy entitled to vote as provided in this Article shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and 106 ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 13.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (1) Notwithstanding any other provisions of this Indenture, the Trustee and the Person nominated by the Trustee to act as chair of the meeting, or either of them, may make such reasonable regulations as the Trustee it or such Person may deem advisable for any meeting or adjourned meeting of Holders of Securities of a series in Notes with regard to proof of the holding of Securities of such series Notes and of the appointment of proxies and in with regard to the appointment and duties of inspectors of votesscrutineers, the submission and examination of proxies, certificates proxies and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it or such Person shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities any Notes 5799176 v10 shall be proved in the manner specified in Section 1.4 11.9 and the appointment of any proxy shall be proved in the manner specified in said Section 1.411.9 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank, banker or other Person, wherever situated, acceptable to the Trustee. Such regulations may provide that written instruments appointing proxiesproxyholders, regular on their face, may be presumed valid and genuine without the proof specified in said Section 1.4 11.9 or other proof. 14.4.2 (2) The Trustee shall, by an instrument in writing writing, appoint a temporary chair of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities Notes as provided in Section 14.1.211.3(b), in which case the Company Company, or the Holders of Securities of the series Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chair. A permanent chair and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (3) At any meeting meeting, each Holder of a Security of such series Note, whether present in person or proxy represented by proxy, shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of Notes held by such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1)Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and Note ruled by the chair of the meeting to be not Outstanding. The chair of the meeting shall have no right to vote, except as a Holder of a Security Note or as the proxy of such series or proxya Holder of a Note. 14.4.4 (4) Any meeting of Holders of Securities of any series Notes duly called pursuant to Section 14.1 11.3 at which a quorum is present may be adjourned from time to time by the chair of the a resolution passed at such meeting with consent of the Holders entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 14.4 hereof and the appointment of any proxy shall be proved in the manner specified in Section 1.414.4 hereof. 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 1.4 14.4 hereof or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.28.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may beapplicable, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Principal of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Principal of Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 8.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Principal of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Notes in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Notes shall be proved in the manner specified in Section 1.4 9.02 and the appointment of any proxy shall be proved in the manner specified in Section 1.49.01 to certify to the holding of the Notes. 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 1.4 9.01 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Issuer, Invesco Mortgage Capital or by Holders of Securities Notes as provided in Section 14.1.216.02(b), in which case the Company Issuer, Invesco Mortgage Capital or the Holders of Securities of the series Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series outstanding Notes represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series Notes or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series the outstanding Notes held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Note challenged as not Outstanding outstanding and ruled by the chair chairman of the meeting to be not Outstandingoutstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series Notes or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series Notes duly called pursuant to Section 14.1 16.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series outstanding Notes represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or other proofby having the signature of the Person executing the proxy -139- 151 witnessed or certified by any officer authorized by Section 1.4(c) to certify to the holding of Bearer Securities. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.29.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 U.S.$1,000 principal amount of Outstanding Securities of such series held or represented by him; PROVIDED, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 9.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.. -140- 152

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a any series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Issuer or the Guarantor or by Holders of Securities as provided in Section 14.1.215.2(b), in which case the Company Issuer or the Guarantor or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series or a proxy thereof shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxya proxy thereof. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 15.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 12.4 hereof and the appointment of any proxy shall be proved in the manner specified in Section 1.412.4 hereof. 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 1.4 12.4 hereof or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.28.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may beapplicable, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal of the Principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal Principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 8.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal of the Principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other proofeligible institution participating in a recognized medallion signature guarantee program. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.215.2(a), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1)such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 15.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a 95 104 majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any provisions of this IndentureGuarantee, the Security Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Series 8 Preferred LP Units in regard to proof of the holding of Securities of such series Series 8 Preferred LP Units 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 its shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Series 8 Preferred LP Units shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. Such regulations may provide that written instruments appointing proxies, regular on their face, proxies may be presumed valid and genuine without the proof specified in Section 1.4 or other proof. 14.4.2 (b) The Security Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Guarantors or by Holders of Securities Series 8 Preferred LP Units as provided in Section 14.1.211.2(b), in which case the Company Guarantors or the Holders of Securities of the series Series 8 Preferred LP Units calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote representing a majority in principal amount of the Outstanding Securities aggregate Liquidation Amount of such series all of the then outstanding Series 8 Preferred LP Units represented and voted at the meeting. 14.4.3 At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair of the meeting to be not Outstanding. The chair of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 c) Any meeting of Holders of Securities of any series Series 8 Preferred LP Units duly called pursuant to Section 14.1 11.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote representing a majority in principal amount of the Outstanding Securities aggregate Liquidation Amount of such series all of the then outstanding Series 8 Preferred LP Units represented and voted at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 13.4 hereof and the appointment of any proxy shall be proved in the manner specified in Section 1.413.4 hereof. 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 1.4 13.4 hereof or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.28.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may beapplicable, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in of the aggregate principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding outstanding and ruled by the chair chairman of the meeting to be not Outstandingoutstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 8.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in of the aggregate principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Debentures in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Debentures shall be proved in the manner specified in Section 1.4 9.1 and the appointment of any proxy shall be proved in the manner specified in Section 1.49.1 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 9.1. 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 1.4 9.1 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities Debentures as provided in Section 14.1.210.2(b), in which case the Company or the Holders of Securities of the series Debentures calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series Debenture or proxy shall be entitled to one vote for each $1,000 50 principal amount of the Outstanding Securities of such series Debentures held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Debenture challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series Debenture or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series Debentures duly called pursuant to Section 14.1 10.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 1.3 and the appointment of any proxy shall be proved in the manner specified in Section 1.41.3. 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 1.4 10.3 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.210.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 10.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other proofeligible institution participating in a recognized medallion signature guarantee program. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.29.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 U.S.$1,000 principal amount of Outstanding Securities of such series held or represented by him; PROVIDED, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 9.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 104 and the appointment of any proxy shall be proved in the manner specified in Section 1.4104. 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 1.4 104 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.21302(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him; PROVIDED, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 1302 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Indenture Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Notes shall be proved in the manner specified in Section 1.4 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.41.04. 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 1.4 1.04 or other proof. 14.4.2 (b) The Indenture Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Trust or by Holders of Securities as provided in Section 14.1.210.02(b), in which case the Company Trust or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Notes represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 of principal amount of Outstanding Securities of such series Notes held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1)it; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Note challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 Any (d) Notwithstanding any other provision herein to the contrary, any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 10.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Notes represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any provisions of this IndentureGuarantee, the Security Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Series 5 Preferred LP Units in regard to proof of the holding of Securities of such series Series 5 Preferred LP Units 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 its shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Series 5 Preferred LP Units shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. Such regulations may provide that written instruments appointing proxies, regular on their face, proxies may be presumed valid and genuine without the proof specified in Section 1.4 or other proof. 14.4.2 (b) The Security Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Guarantors or by Holders of Securities Series 5 Preferred LP Units as provided in Section 14.1.211.2(b), in which case the Company Guarantors or the Holders of Securities of the series Series 5 Preferred LP Units calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote representing a majority in principal amount of the Outstanding Securities aggregate Liquidation Amount of such series all of the then outstanding Series 5 Preferred LP Units represented and voted at the meeting. 14.4.3 At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair of the meeting to be not Outstanding. The chair of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 c) Any meeting of Holders of Securities of any series Series 5 Preferred LP Units duly called pursuant to Section 14.1 11.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote representing a majority in principal amount of the Outstanding Securities aggregate Liquidation Amount of such series all of the then outstanding Series 5 Preferred LP Units represented and voted at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 15.4.1 Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or other proof. 14.4.2 15.4.2 The Trustee shall, by an instrument in writing appoint a temporary chair of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Issuer or by Holders of Securities as provided in Section 14.1.215.1.2, in which case the Company Issuer or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chair. A permanent chair and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 15.4.3 At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair of the meeting to be not Outstanding. The chair of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 15.4.4 Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 15.1 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other proofeligible institution participating in a recognized medallion signature guarantee program. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.29.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 9.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.210.2(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 10.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Indenture Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Notes shall be proved in the manner specified in Section 1.4 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.41.04. 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 1.4 1.04 or other proof. 14.4.2 (b) The Indenture Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.210.02(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities Notes of such series with respect to which such meeting is held represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 of principal amount of Outstanding Securities of such series Notes held or represented by him, her or it (determined as specified it, or, if the Notes are not denominated in increments of $1,000, such other minimum authorized denomination applicable to the definition of “Outstanding” in Section 1.1)Notes with respect to which such meeting is held; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Note challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 Any (d) Notwithstanding any other provision herein to the contrary, any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 10.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities Notes of such series with respect to which such meeting is held represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination examina- tion of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriateappropri- ate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 11.7 and the appointment of any proxy shall be proved in the manner specified in Section 1.411.7. 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 1.4 11.7 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.211.2 (b), in which case the Company or the Holders of Securities of the series calling the meetingmeet- ing, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons persons entitled to vote a majority in principal amount Principal Amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of with respect to the Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 11.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders persons entitled to vote a majority in principal amount Principal Amount of the Outstanding Securities of such series represented at the meeting and voting thereon; and the meeting may be held as so adjourned without further notice.of

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series Notes in regard to proof of the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities Notes shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other proofeligible institution participating in a recognized medallion signature guarantee program. 14.4.2 (2) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities Notes as provided in Section 14.1.29.2(2), in which case the Company or the Holders of Securities of the series Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Notes represented at the meeting. 14.4.3 (3) At any meeting meeting, each Holder of a Security of such series Note or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Outstanding Securities of such series Notes held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Note challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series Note or proxy. 14.4.4 (4) Any meeting of Holders of Securities of any series Notes duly called pursuant to Section 14.1 9.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Notes represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 Attendance at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such proxy shall remain in effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically revoked by the Holder or future Holder of such Securities before being voted.Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of such Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 106 and the appointment of any proxy shall be proved in the manner specified in Section 1.4106. 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 1.4 106 or other proof. 14.4.2 The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.21402(b), in which case the Company or the Holders of Securities of the series and Tranches calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such all series and Tranches represented in person or by proxy at the meeting, considered as one xxxxx. 14.4.3 At Xx any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 1402 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such all series and Tranches represented at the meeting and voting thereonmeeting, considered as one class; and and, except as provided in Section 1404, the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. 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 1.4 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other proofeligible institution participating in a recognized medallion signature guarantee program. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.215.2(a), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1)such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 15.2 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 104 and the appointment of any proxy shall be proved in the manner specified in Section 1.4104. 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 1.4 104 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman (which may be the Trustee) of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 14.1.21302(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.. NY12534: 53599.4 14.4.3 (c) At any meeting meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him; PROVIDED, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); provided, howeverHOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 14.4.4 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.1 1302 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights; Conduct and Adjournment of Meetings. 14.4.1 (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee it may deem advisable for any meeting of the Holders of Securities of a series in regard to proof of the holding Holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding holder of Securities Debentures shall be proved in the manner specified in Section 1.4 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.41.04. 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 1.4 1.04 or other proof. 14.4.2 (b) The Trustee shall, by an instrument in writing writing, appoint a temporary chair chairman of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Company Bank or by the Holders of Securities as provided in Section 14.1.212.02(b), in which case the Company Bank or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairchairman. A permanent chair chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting. 14.4.3 (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each U.S. $1,000 100 principal amount of Outstanding Securities of such series Debentures held or represented by him, her or it (determined as specified in the definition of “Outstanding” in Section 1.1); him provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Debenture challenged as not Outstanding and ruled by the chair chairman of the meeting to be not Outstandingoutstanding. The chair chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series Debenture or proxy. 14.4.4 (d) Any meeting of the Holders of Securities of any series duly called pursuant to Section 14.1 12.02 at which a quorum is present may be adjourned from time to time by the chair of the meeting with consent of the Holders Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series Debentures represented at the meeting and voting thereonmeeting; and the meeting may be held as so adjourned without further notice.