Common use of Determination of Voting Rights Clause in Contracts

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 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 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other eligible institution participating in a recognized medallion signature guarantee program. (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(1), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting. (3) At any meeting, each Holder of a Security or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Securities held or represented by him; 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (4) Any meeting of Holders of Securities duly called pursuant to Section 9.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1) Notwithstanding any other provisions of this Indenture, the Trustee -------- may make such reasonable regulations as it may deem advisable for any meeting of Holders Securityholders of Securities a series, in regard to the proof of the holding of Securities of such series and of the appointment of proxies proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 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 of a series and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having Article 9; provided, however, that such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the signature of the Person executing the proxy guaranteed by any bank, broker or other eligible institution participating proof specified in a recognized medallion signature guarantee program. (2) Article 9. The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders Securityholders of Securities a series as provided in Section 9.2(1)9.3, in which case the Company or the Holders Securityholders of Securities that series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote holders of a majority in principal amount of the Outstanding Securities of that series represented at the meeting. (3) At meeting and entitled to vote. Subject to the provisions of Section 9.9, at any meeting, meeting each Holder Securityholder of a Security that series or proxy shall be entitled to one vote for each U.S. $1,000 (or equivalent thereof) principal amount of Outstanding Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security of that series challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except vote other than by virtue of Securities of such series held by him or instruments in writing as a Holder aforesaid duly designating him as the person to vote on behalf of other Securityholders of that series. Any meeting of Securityholders of a Security series duly called pursuant to the provisions of Section 9.2 or proxy. (4) 9.3 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 or 9.3 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, ; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of 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 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having the signature of the Person person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 1.4 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.4 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(115.2(1), 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 chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3) 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 principal amount of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 15.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, ; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as 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 deems 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 1.4 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, writing appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have has been called by the Company or by Holders of Securities as provided in Section 9.2(11502(b), in which case the Company or the Holders of Securities of or within the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3c) 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 the Outstanding Securities of such series held or represented by himsuch 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. ----------------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of 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 1.4 or 104 or, in the case of Bearer Securities, by having the signature of the Person person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 104 to certify to holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(11402(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 chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3c) 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 (or the equivalent in ECU, any other composite currency or a Foreign Currency) of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 1402 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, ; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as 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 deems 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 1.4 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, writing appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have has been called by the Company or by Holders of Securities as provided in Section 9.2(11502(b), in which case the Company or the Holders of Securities of or within the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount at maturity of the Outstanding Securities of such series represented at the meeting. (3c) 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 principal amount at maturity of the Outstanding Securities of such series held or represented by himsuch 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount at maturity of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. --------Meeting. (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities Holders, in regard to proof of the holding of Securities Bonds and of the appointment of proxies proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriatethink fit. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. Except as otherwise permitted or required by any such regulations, the holding of Securities Bonds shall be proved in the manner specified in Section 1.4 104 and the appointment of any proxy shall be proved in the manner specified in said Section 1.4 104 or by having the signature of the Person person executing the proxy witnessed or guaranteed by any bank, broker banker, trust company or other eligible institution participating in a recognized medallion signature guarantee programfirm satisfactory to the Trustee. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company Issuer or by Holders of Securities as provided in Section 9.2(1)1503, in which case the Company Issuer or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote Holders of a majority in principal amount of the Outstanding Securities Bonds represented at the meetingmeeting and entitled to vote. (3c) At any meeting, each Holder of a Security Bond or a proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Securities Bonds held or represented by him; 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 chairman of the meeting to be not Outstandingit. The chairman of the meeting shall have no right to vote, except vote other than by virtue of Bonds held by him or instruments in writing as a Holder aforesaid duly designating him as the person to vote on behalf of a Security or proxy. (4) other Holders. Any meeting of Holders of Securities duly called pursuant to Section 9.2 at which a quorum is present 1502 or 1503 may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities represented place, date and time announced at the such meeting, and the meeting may be held as so adjourned without further notice. (d) At any meeting duly called pursuant to this Article Fifteen, the presence of persons holding or representing Bonds in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was 69 called shall be necessary to constitute a quorum; provided, that if less than a quorum be present, the persons holding or representing a majority of the Bonds represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present.

Determination of Voting Rights. Conduct and ------------------------------------------- Adjournment of ---------------------------------------------------------- Meetings. ------------------------------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee - 81 - Company may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of 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 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or 1.04 or, in the case of Bearer Securities, by having the signature of the Person person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 1.04 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) chairperson of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(114.02(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 chairmanchairperson. A permanent chairman 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 represented at the meeting. (3c) 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 1.00 principal amount (or the equivalent in ECU, any other composite currency or a Foreign Currency) of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman chairperson of the meeting not to be not Outstanding. The chairman chairperson of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4) Any meeting of Holders of Securities duly called pursuant to Section 9.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and ------------------------------------------- Adjournment of ---------------------------------------------------------- Meetings. ------------------------------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of 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 ------- 1.04 and the appointment of any proxy shall be proved in the manner specified in ---- Section 1.4 1.04 or by having the signature of the Person person executing the proxy ------------ witnessed or 92 guaranteed by any banktrust company, broker bank or banker authorized by Section 1.04 to ------------ certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other eligible institution participating in a recognized medallion signature guarantee program.proof. ------------ (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders holders of Securities as provided in Section 9.2(113.02(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 chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3c) 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 (or, in case the Securities of such series are denominated in a Foreign Currency, the equivalent thereof) of Securities of such series held or represented by him; provided, -------- however, that no vote shall be cast or counted at any meeting in respect of any ------- Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 13.02 at which a quorum is present may be adjourned from ------------- time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 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 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other eligible institution participating in a recognized medallion signature guarantee program. (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(1), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities represented at the meeting. (3) At any meeting, each Holder of a Security or proxy shall be entitled to one vote for each U.S. $1,000 aggregate principal amount of Securities held or represented by him; 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (4) Any meeting of Holders of Securities duly called pursuant to Section 9.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct Control and Adjournment --------------- of ---------------------------------------------------------- Meetings. ------------------- (1a) Notwithstanding any other provisions provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities Debentures, in regard to proof of proving the holding of Securities Debentures and of the appointment of proxies proxies, and in regard to of the appointment and duties of inspectors of votes, and 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 appropriatethink fit. 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 Debentures and the appointment of any proxy shall be proved in the manner specified in Section 1.4 9.2 or by having the signature of the Person executing the proxy witnessed or guaranteed by any bank, broker banker or other eligible institution participating in a recognized medallion signature guarantee programtrust company deemed by the Trustee to be satisfactory. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities Debentures as provided in Section 9.2(1)10.3, in which case the Company or the Holders of Securities Debentures calling the meeting, as the case may be, shall in like manner manner, appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote Holders of a majority in aggregate principal amount of the Outstanding Securities Debentures represented at the meeting. (3) At meeting and entitled to vote. Subject to the provisions of Section 9.4 and 10.4, at any meeting, meeting each Holder of a Security Debentures or such Holder's proxy shall be entitled to one vote for each U.S. $1,000 U.S.$10,000 principal amount of Securities held or represented by himDebentures; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security Debentures challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security Debentures or proxy. . At any meeting of Holders of Debentures, the presence (4in person or by proxy) of Persons holding or representing Outstanding Debentures in an aggregate principal amount sufficient to take action on the business for the transaction of which such meeting was called shall constitute a quorum. Any meeting of Holders of Securities Debentures duly called pursuant to Section 9.2 at which a quorum is present the provisions of Sections 10.2 or 10.3 may be adjourned from time to time by Persons entitled to the vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities Debentures represented at the meetingmeeting and entitled to vote, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 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 1.4 or by having 1.3. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the signature of the Person executing the proxy guaranteed by any bank, broker proof specified in Section 10.3 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(110.2(b), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of the applicable series represented at the meeting. (3c) At any meeting, each Holder of a Security of the applicable series or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Securities of such series held or represented by him; provided, -------- however, that no vote shall be cast or counted at any meeting in respect of any ------- Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (4d) Any meeting of Holders of Securities duly called pursuant to Section 9.2 10.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of the applicable series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 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 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other eligible institution participating in a recognized medallion signature guarantee program. (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(1), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting. (3) At any meeting, each Holder of a Security or proxy shall be entitled to one vote for each U.S. $1,000 U.S.$1,000 principal amount of Securities held or represented by him; 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (4) Any meeting of Holders of Securities duly called pursuant to Section 9.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. ----------------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 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 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having 13.4. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the signature of the Person executing the proxy guaranteed by any bank, broker proof specified in Section 13.4 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(18.2(b), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting. (3c) At any meeting, each Holder of a Security or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Securities held or represented by him; 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (4d) Any meeting of Holders of Securities duly called pursuant to Section 9.2 8.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of 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 1.4 or by having 104. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the signature of the Person executing the proxy guaranteed by any bank, broker proof specified in Section 104 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(11402(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 chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series represented at the meeting. (3c) 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 Securities of such series held or represented by himhim or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 1402 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series represented at the meeting, ; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders Securityholders of Securities a series, in regard to the proof of the holding of Securities of such series and of the appointment of proxies proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 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 of a series and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having Article 9; provided, however, that such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the signature of the Person executing the proxy guaranteed by any bank, broker or other eligible institution participating proof specified in a recognized medallion signature guarantee program. (2) Article 9. The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders Securityholders of Securities a series as provided in Section 9.2(1)9.3, in which case the Company or the Holders Securityholders of Securities that series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote holders of a majority in principal amount of the Outstanding Securities of that series represented at the meeting. (3) At meeting and entitled to vote. Subject to the provisions of Section 9.9, at any meeting, meeting each Holder Securityholder of a Security that series or proxy shall be entitled to one vote for each U.S. $1,000 (or equivalent thereof) principal amount of Outstanding Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security of that series challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except vote other than by virtue of Securities of such series held by him or instruments in writing as a Holder aforesaid duly designating him as the person to vote on behalf of other Securityholders of that series. Any meeting of Securityholders of a Security series duly called pursuant to the provisions of Section 9.2 or proxy. (4) 9.3 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 or 9.3 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, ; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. ----------------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as 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, 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 1.4 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(11502(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 chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3c) 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 the Outstanding Securities of such series held or represented by him; provided, -------- however, that no vote shall be cast or counted at any meeting in respect of any ------- Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1a) Notwithstanding any other provisions of this Supplemental Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities Debentures in regard to proof of the holding of Securities 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 1.4 or by having 5.7. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the signature of the Person executing the proxy guaranteed by any bank, broker proof specified in Section 5.7 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company Issuer or by Holders of Securities Debentures as provided in Section 9.2(15.2(b), in which case the Company Issuer or the Holders of Securities Debentures calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities Debentures represented at the meeting. (3c) At any meeting, each Holder of a Security Debenture or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Securities Debenture held or represented by himsuch 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security Debenture or proxy. (4d) Any meeting of Holders of Securities Debentures duly called pursuant to Section 9.2 5.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities Debentures represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ------------- ---------------------------------------------------------- Meetings. -------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as 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 eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, writing appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(114.2 (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 chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3c) 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 the Outstanding Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 14.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of 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 1.4 104 or by having the signature of the Person person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company Company, the Guarantor or by Holders of Securities as provided in Section 9.2(11602(2), in which case the Company Company, 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 chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3) 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 principal amount of Securities of such series held or represented by him; provided, however, -------- ------- that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 1602 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, ; and the meeting may be held as so adjourned without further notice.. 104

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. --------. (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities of such series in regard to proof of the holding of Debt Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. , Except as otherwise permitted or required by any such regulations, the holding of Debt 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 1.4 or 104 or, in the case of Bearer Securities, by having the signature of the Person person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized b-,- Section 104 to certify to the holding of Bearer Securities, Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) chairperson of the meeting, unless the meeting shall have been called by the Company or by Holders of Debt Securities as provided in Section 9.2(11602(b), in which case the Company or the Holders of Debt Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. chairperson, A permanent chairman 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 Debt Securities of such series represented at the meeting. (3c) At any meeting, meeting each Holder of a Debt Security of such series or proxy shall be entitled to one vote for each U.S. $1,000 51.000 principal amount (or the equivalent in ECU, any other composite currency or a Foreign Currency) of Debt Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not Outstanding and ruled by the chairman chairperson of the meeting not to be not Outstanding. , The chairman chairperson of the meeting shall have no right to vote, except as a Holder of a Debt Security of such series or proxy. (4d) Any meeting of Holders of Debt Securities of any series duly called pursuant to Section 9.2 1602 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such series represented at the meeting, ; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ------------- ---------------------------------------------------------- Meetings. ----------------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as 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 or by having 1.04. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the signature of the Person executing the proxy guaranteed by any bank, broker proof specified in Section 1.04 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, writing appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(113.02(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 chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3c) 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 the Outstanding Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 13.02 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment ------------------------------------------------------- of ---------------------------------------------------------- Meetings. ------------------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as 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 its 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 1.4 104 or by having the signature of the Person person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, writing appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(11602(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 chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3c) 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 himhim (determined as specified in the definition of "Outstanding" in Section 101); 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 1602 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, ; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment ------------------------------------------------------- of ---------------------------------------------------------- Meetings. ------------------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 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 1.4 or by having 1.3. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the signature of the Person executing the proxy guaranteed by any bank, broker proof specified in Section 1.3 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(18.2(b), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting. (3c) At any meeting, meeting each Holder of a Security or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Securities held or represented by him; 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (4d) Any meeting of Holders of Securities duly called pursuant to Section 9.2 8.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and -------------------------------------------- Adjournment of ---------------------------------------------------------- Meetings. ------------------------------- (1a) Notwithstanding any other provisions of this Indenture, the Trustee Company may make such reasonable regulations as 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 1.4 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee Company shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(1), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3c) 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 the Outstanding Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. --------. (1a) Notwithstanding any other provisions of this Indenture, the -------- Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of 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 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or 1.04 or, in the case of Bearer Securities, by having the signature of the Person person executing the proxy witnessed or guaranteed by any banktrust company, broker bank or banker authorized by Section 1.04 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other eligible institution participating in a recognized medallion signature guarantee programproof. (2b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) chairperson of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(116.02(ii), 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 chairmanchairperson. A permanent chairman 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 represented at the meeting. (3c) 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 Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman chairperson of the meeting not to be not Outstanding. The chairman chairperson of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4d) Any meeting of Holders of Securities of any series duly called pursuant to Section 9.2 16.02 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, ; and the meeting may be held as so adjourned without further notice.

Determination of Voting Rights. Conduct and Adjournment of ---------------------------------------------------------- Meetings. -------- (1) Notwithstanding any other provisions of this Indenture, the Trustee -------- may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 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 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other eligible institution participating in a recognized medallion signature guarantee program. (21) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(1), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting. (32) At any meeting, each Holder of a Security or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Securities held or represented by him; 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 chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (43) Any meeting of Holders of Securities duly called pursuant to Section 9.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice.