Common use of Meetings of Holders Clause in Contracts

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request of Holders holding not less than 10% in aggregate principal amount of the outstanding Notes, or the Issuer may, at its discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trustee.

Meetings of Holders. (a) The Trustee Trustees shall not hold annual or the Issuer shall, upon the request regular meetings of Holders holding except as set forth herein. A special meeting may be called at any time by the Trustees or upon petition of Holders of more than 50% of the TrUEPrS outstanding (unless substantially the same matter was voted on during the preceding 12 months), and shall be called as required by the Investment Company Act or pursuant to paragraph (v)(B) of the definition of Exchange Event and the rules and regulations thereunder, including, without limitation, when requested by the Holders of not less than 10% in aggregate principal amount of the TrUEPrS outstanding Notes, or for the Issuer may, at its discretion, call a meeting purposes of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as voting upon the Trustee shall reasonably determine. Notice of every meeting question of the Holdersremoval of any Trustee or Trustees. The Trustees shall establish, setting forth and notify the time and Holders in writing of, the place of record date for each such meeting and in general terms the action proposed to be taken at such meeting, which shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 50 days before the meeting date. Holders at the close of business on the record date fixed for will be entitled to vote at the meeting. In case at The Administrator shall, as soon as possible after any time such record date (or prior to such record date if appropriate), mail by first class mail to each Holder a notice of meeting and a proxy statement and form of proxy in the Issuer form approved by the Trustees and complying with the Investment Company Act and the rules and regulations thereunder. Except as otherwise specified herein, in the Prospectus (including, without limitation, changes to the Trust's fundamental policies set forth in the Prospectus) or Holders holding at least 10% in any provision of the Investment Company Act and the rules and regulations thereunder, any action may be taken by vote of Holders of a majority of the TrUEPrS outstanding Notes present in person or by proxy if Holders of a majority of TrUEPrS outstanding on the record date are so represented. Each TrUEPrS shall have requested one vote and may be voted in person or by duly executed proxy; provided, however, that any investment company registered under the Trustee Investment Company Act and any company excepted from the definition of "Investment Company" pursuant to call a meeting Section 3(c)(l) or 3(c)(7) of the Investment Company Act owning TrUEPrS in excess of the limits imposed by Sections 12(d)(1)(A)(i) and 12(d)(1)(C) of the 1940 Act must vote their TrUEPrS in proportion to the vote of all other Holders for any purposeof TrUEPrS that are not such investment companies registered under the Investment Company Act. Any proxy may be revoked by notice in writing, by written request setting forth a subsequently dated proxy or by voting in reasonable detail person at the action proposed to be taken at such meeting, and no proxy shall be valid after eleven months following the Trustee shall call such a meeting for such purposes by giving notice thereofdate of its execution. (b) To be Whenever the holders of the ADRs or the ANZ Preference Shares are entitled to vote at on any matter, (i) the Trustees shall call a special meeting of the Holders in accordance with the procedures described in Section 7.01(a) hereof so that the Holders can indicate how the ADSs or the ANZ Preference Shares should be voted pursuant to the voting rights granted in the Security and Pledge Agreements, the Deposit Agreement or the terms of the ANZ Preference Shares; or (ii) in lieu of a special meeting of the Holders, such Holders may provide a Person written consent, in the manner required by the Investment Company Act and the rules and regulations thereunder, in which such Holders will instruct the Trustees of the Trust as to the exercise of the voting rights pertaining to the ADSs or the ANZ Preference Shares. Such vote shall be taken a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount sufficient time before the vote of the outstanding Notes. Any instrument given by ADSs or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders the ANZ Preference Shares so that the Trustees can determine the results of such Note. Any action taken at a duly called vote and held meeting of any Holders shall be conclusive and binding on all Holdersdirect the Jersey Subsidiary, whether the Collateral Agent or not they gave consent the Depositary to vote the ADSs or were present at the meeting. The Trustee may make ANZ Preference Shares in accordance with such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof results. (c) Whenever the holder of the appointment of proxies, the record date for determining the registered Holders Jersey Preference Shares is entitled to vote on any matter, (i) the Trustees shall call a special meeting of the Holders in accordance with the procedures described in Section 7.01(a) hereof so that the Holders can indicate how the Jersey Preference Shares should be voted pursuant to the voting rights granted in the Jersey Preference Shares Security and Pledge Agreement; or (ii) in lieu of a special meeting of the Holders, such Holders may provide a written consent, in the manner required by the Investment Company Act and the rules and regulations thereunder, in which date such Holders will instruct the Trustees of the Trust as to the exercise of the voting rights pertaining to the Jersey Preference Shares. Such vote shall be specified in taken a sufficient time before the notice vote of meeting), the adjournment and chairmanship Jersey Preference Shares so that the Trustees can determine the results of such meeting, vote and direct the appointment and duties of inspectors of such meeting, the conduct of votes, the submission and examination of proxies, certificates and other evidence of the right U.K. Company to vote and the Jersey Preference Shares in accordance with such other matters concerning the conduct of the meeting as it shall deem appropriate. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trusteeresults.

Meetings of Holders. (a) The Trustee or Schedule 2 hereto contains provisions for convening meetings of Holders to consider any matter affecting their interests, including the Issuer shall, upon the request sanctioning by Extraordinary Resolution of a modification of any of these Conditions. Such a meeting may be convened by Holders holding not less than 10% 10 per cent. in aggregate principal amount of the outstanding Notes, or the Issuer may, at its discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth Tier 1 BCNs for the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holderbeing outstanding. The quorum at for any meeting of Holders called convened to adopt a resolution consider an Extraordinary Resolution shall be Holders one or more persons holding more than 50% or representing a clear majority in aggregate principal amount of the outstanding NotesTier 1 BCNs for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders whatever the aggregate principal amount of the Tier 1 BCNs held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the provisions for redemption of the Tier 1 BCNs or any date for payment of interest on the Tier 1 BCNs, (ii) to reduce or cancel the principal amount of, or any premium payable on redemption of, the Tier 1 BCNs, (iii) to reduce the rate or rates of interest in respect of the Tier 1 BCNs or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating the amounts of any interest in respect of the Tier 1 BCNs, (iv) to vary any method of, or basis for, calculating the amounts payable on redemption of the Tier 1 BCNs, (v) to vary the Specified Currency or currencies of payment or denomination of the Tier 1 BCNs, (vi) to modify the provisions concerning the quorum required at any meeting of Holders or the majority required to pass the Extraordinary Resolution, (vii) to modify or cancel the Guarantee, or (viii) to amend or modify the provisions relating to the Contingency Event Conversion or the Viability Event Conversion, in which case the necessary quorum shall be one or more persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the Tier 1 BCNs for the time being outstanding. Any instrument given Extraordinary Resolution duly passed shall be binding on Holders (whether or not they were present at the meeting at which such resolution was passed). A resolution in writing signed by or on behalf of any the Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Notenot less than 75 per cent. Any action taken in aggregate principal amount of the Tier 1 BCNs outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders. No modification to proof of these Conditions or the appointment of proxiesGuarantee (whether pursuant to this Condition 13 or otherwise) shall become effective unless the Issuer shall have received no objection from the Regulator. On or after a Substitution Date, if the Issuer is CSG and if Swiss law then so requires, the record date for determining the registered Holders entitled mandatory provisions of Swiss law in relation to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting meetings of Holders shall be prepared by apply and prevail in the party calling case of any conflict with the meeting provisions of Conditions 13(a) and a copy thereof shall be delivered to the Issuer and the Trustee13(b).

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request Holders of Holders holding not less than 10% twenty percent (20%) in aggregate principal amount of the outstanding Notes, or the Issuer may, Bonds then Outstanding may at its discretion, any time call a meeting of the Holders at of the Bonds for the purpose of the consenting to, the approving, the requesting, or the directing by the Holders of the Bonds of any time and from time action required to time be consented to makeor approved by them hereunder or which they may request or direct hereunder to be taken, give or take for the making by the Holders of any requestappointments they may make hereunder, demand, authorization, direction, notice, consent, waiver or for the purpose of taking any other action provided by this Indenture to be madewhich the Holders may take hereunder, given or taken by for any other purpose concerning the payment and security of the Bonds hereunder. Every such Holders to meeting shall be held at such place in The City of New York, State of New York, as may be specified in the notice calling such meeting. Written notice of such meeting, stating the place and time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the business to be submitted, shall be mailed to the Holders whose names and addresses then appear upon the books of registry by the Registrar and Paying Agent or the Holders calling such meeting, not less than 20 days nor more than 60 days before such meeting. Any meeting of Holders shall, however, be valid without notice if the Holders of all Bonds then Outstanding are present in person or by proxy or if notice is waived before or within 30 days after the meeting by those not so present. Attendance and voting by Holders at meetings thereof may be in person or by proxy. Holders of Bonds may, by an instrument in writing under their hands, appoint any person or persons, with full power of substitution, as their proxy to attend and vote at any meeting for them. Persons named by the Trustee, or elected by the Holders of a majority in principal amount of the Bonds represented at the meeting in person or by proxy in the event the Trustee is not represented at such meeting, shall act as temporary chairman and temporary secretary of any meeting of Holders. A permanent chairman and a permanent secretary of such meeting shall be elected by the Holders of a majority in principal amount of the Bonds represented at such meeting in person or by proxy. The permanent chairman of the meeting shall appoint two (2) inspectors of votes who shall count all votes cast at such meeting, except votes on the election of chairman and secretary as aforesaid, and who shall make and file with the secretary of the meeting and the Trustee their verified report of all such votes cast at the meeting. The Holders of not less than the principal amount of the Bonds required by the provisions hereof to consent to, approve, request or direct any action proposed to be taken at a meeting of Holders, or required by the provisions hereof to make any appointments to be made at such meeting, or required by the provisions hereof to take any other action to be taken at such meeting, must be present at such meeting in person or by proxy in order to constitute a quorum for the transaction of such business. Less than a quorum, however, shall have power to adjourn the meeting from time to time without notice of such adjournment other than the announcement thereof at the meeting; provided, however, that if such meeting is adjourned by less than a quorum for more than ten (10) days, notice of such adjournment shall be given, at the expense of the Issuer, given by the Issuer or Trustee at least five (5) days prior to the Trustee to each applicable Holder not less than 10 nor more than 60 days before the adjourned date fixed for of the meeting. In case Any Holder of a Bond shall be entitled in person or by proxy to attend and vote at any time the Issuer or Holders holding at least 10% such meeting as Holder of the outstanding Notes shall have requested the Trustee to call a meeting Bond or Bonds registered in his or her name without producing such Bond or Bonds. Such persons and their proxies shall, if required, produce such proof of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person personal identity as shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting satisfactory to the Secretary of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make All proxies presented at such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer Inspector of Votes and filed with the Secretary of the meeting. The right of a proxy for a Holder to attend the meeting and act and vote thereat may be proved (subject to the Trustee's right to require additional proof) by a written proxy executed by such Holder as aforesaid. The officers or nominees of the Trustee may be present or represented at such meeting and take part therein, but shall not be entitled to vote thereat, except for such officers or nominees who are Holders or proxies for Holders (including the Trustee). The vote at any such meeting of the Holder of any Bond, or his or her proxy, entitled to vote thereat shall be binding upon such Holder and upon every subsequent Holder of such Bond (whether or not such subsequent Holder has notice thereof).

Meetings of Holders. (a) The Trustee Agency Deed contains provisions for convening meetings of Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Issuer shall, upon the request of Agency Deed. Such a meeting may be convened by Holders holding not less than 10% 10 per cent. in aggregate principal amount of the outstanding Notes, or the Issuer may, at its discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth CCNs for the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holderbeing outstanding. The quorum at for any meeting of Holders called convened to adopt a resolution consider an Extraordinary Resolution shall be Holders one or more persons holding more than 50% or representing a clear majority in aggregate principal amount of the outstanding NotesCCNs for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders whatever the aggregate principal amount of the CCNs held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the provisions for redemption of the CCNs or any date for payment of interest on the CCNs, (ii) to reduce or cancel the principal amount of the CCNs, (iii) to reduce the rate of interest in respect of the CCNs or to vary the method or basis of calculating the rate or amount of interest or the basis for calculating the amounts of any interest in respect of the CCNs, (iv) to vary any method of, or basis for, calculating the amounts payable on redemption of the CCNs, (v) to vary the currency of payment or denomination of the CCNs, (vi) to modify the provisions concerning the quorum required at any meeting of Holders or the majority required to pass the Extraordinary Resolution, or (vii) to amend or modify the provisions relating to the Conversion Event, in which case the necessary quorum shall be such person or persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the CCNs for the time being outstanding. Any instrument given Extraordinary Resolution duly passed shall be binding on Holders (whether or not they were present at the meeting at which such resolution was passed). A resolution in writing signed by or on behalf of any the Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Notenot less than 75 per cent. Any action taken in aggregate principal amount of the CCNs outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall duly convened and held. Such a resolution in writing may be specified contained in one document or several documents in the notice same form, each signed by or on behalf of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trusteeone or more Holders.

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request A meeting of any class of Holders holding not less than 10% in aggregate principal amount of the outstanding Notes, or the Issuer may, at its discretion, call a meeting of Holders may be called at any time and from time to time pursuant to this Article VI to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture Trust Agreement to be made, given or taken by such Holders. (b) The Property Trustee, by giving notice as provided in Section 602, may at any time call a meeting of Holders for any purpose specified in subsection (a) of this Section, to be held at such time and at such place in the __________________________, as the Property Trustee shall reasonably determine. Notice of every meeting , or, with the approval of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be givenAdministrators, at any other place. If the expense of the Issuer, by the Issuer or the Property Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have been requested the Trustee to call a meeting of the Holders of Trust Preferred Securities by the Holders of 33% in aggregate Liquidation Amount of all Trust Preferred Securities, for any purposepurpose specified in subsection (a) of this Section, by written request setting forth in reasonable detail the action proposed to be taken at such the meeting, and the Property Trustee shall not have given the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Holders of Trust Preferred Securities in the Liquidation Amount above specified, as the case may be, may determine the time and the place in the ____________________, or in such other place as shall be determined or approved by the Administrators, for such meeting and may call such a meeting for such purposes by giving notice thereofthereof as provided in this subsection (b). The Administrators or the Property Trustee may, at any time in their discretion, call a meeting of Holders of Trust Preferred Securities to vote on any matters as to which Holders are entitled to vote. (bc) Any meeting of Holders shall be valid without notice if the Holders of all Outstanding Trust Securities, Trust Common Securities or Trust Preferred Securities, as the case may be, are present in person or by proxy and if representatives of the Depositor, the Trust and the Property Trustee are present, or if notice is waived in writing before or after the meeting by such Holders, or by such of them as are not present at the meeting in person or by proxy, and by the Depositor, the Trust and the Property Trustee. (d) To be entitled to vote at any meeting of HoldersHolders of Trust Securities, a Person shall be (a) a Holder of one or more Outstanding Trust Securities, Trust Common Securities or Trust Preferred Securities, as the case may be, or (b) a Person duly appointed by an instrument in writing as proxy for a Holdersuch Holder or Holders by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Trust Securities shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Property Trustee and its counsel, any representatives of the Trust and its counsel and any representatives of the Depositor and its counsel. (e) The Persons entitled to vote at least a Majority in Liquidation Amount of the Outstanding Trust Securities with respect to which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of such Trust Securities; provided, however, that if any action is to be taken at such meeting which this Trust Agreement expressly provides may be taken by the Holders of a specified percentage, which is less than a Majority in Liquidation Amount, of such Outstanding Trust Securities, considered as one class, the Persons entitled to vote such specified percentage in Liquidation Amount of such Outstanding Trust Securities, considered as one class, shall constitute a quorum. In the absence of a quorum within one hour of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of such Trust Securities, be dissolved. In any other case the meeting may be adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 604(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as provided in subsection (b) of this Section not less than ten days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the Liquidation Amount of the Outstanding Trust Securities which shall constitute a quorum. (f) Except as limited by [Section 1202] of the Indenture, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a Majority in Liquidation Amount of the Outstanding Trust Securities, Trust Common Securities or Trust Preferred Securities, as the case may be, with respect to which such meeting shall have been called, considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which this Trust Agreement expressly provides may be taken by the Holders of a specified percentage, which is less than a Majority in Liquidation Amount, of such Outstanding Trust Securities, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in Liquidation Amount of such Outstanding Trust Securities, considered as one class. (g) Any resolution passed or decision taken at any meeting of Holders called to adopt a resolution of Trust Securities, Trust Common Securities or Trust Preferred Securities, as the case may be, duly held in accordance with this Section shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent present or were present represented at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trustee.

Meetings of Holders. (a) The Trustee or Agency Agreement contains provisions for convening meetings of Holders to consider matters relating to the Securities, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer shall, and shall be convened by them upon the request in writing of Holders holding not less than 10% in one tenth of the aggregate principal amount of the outstanding Notes, or the Issuer may, at its discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a HolderSecurities. The quorum at any meeting of Holders called convened to adopt a resolution shall vote on an Extraordinary Resolution will be Holders two or more persons holding or representing one more than 50% in half of the aggregate principal amount of the outstanding NotesSecurities or, at any adjourned meeting, two or more persons being or representing Holders whatever the principal amount of the Securities held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities, to reduce the amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the Securities, to alter the method of calculating the amount of any payment in respect of the Securities or the date for any such payment, to change the currency of payments under the Securities, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorum. Any instrument given Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Notenot less than 90 per cent. Any action taken at of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders and (ii) a duly called and held meeting resolution passed by way of any electronic consents through the clearing systems by or on behalf of Holders shall be conclusive and binding on all Holdersof not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect relating to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the TrusteeReserved Matter.

Meetings of Holders. (a) The Trust Deed contains provisions for convening meetings of the Bondholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any of the provisions of the Trust Deed, the Agency Agreement or the Standby Letter of Credit. Such a meeting may be convened by the Trustee or the Issuer shall, and shall be convened by the Trustee upon the request of Holders in writing from Bondholders holding not less than 10% 10 per cent. in aggregate principal amount of the Bonds for the time being outstanding Notes, or (as defined in the Issuer may, at its discretion, call a meeting of Holders at any time Trust Deed) and from time subject to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed being indemnified and/or secured and/or pre-funded to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holderits satisfaction. The quorum at for any meeting of Holders called convened to adopt a resolution shall consider an Extraordinary Resolution will be Holders two or more persons holding or representing more than 50% 50 per cent. in aggregate principal amount of the Bonds for the time being outstanding Notes(as defined in the Trust Deed), or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes the modification or abrogation of certain of the provisions of these Conditions and certain of the provisions of the Trust Deed (each, a “Reserved Matter”), including consideration of proposals, inter alia, (i) to modify the Maturity Date or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of securities pursuant to Condition 15 or modification pursuant to Condition 12(b)), in which case the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 75 per cent., or at any such meeting adjourned for lack of quorum not less than 25 per cent., in aggregate principal amount of the Bonds then outstanding (as defined in the Trust Deed). Any instrument given Extraordinary Resolution duly passed shall be binding on Bondholders, whether or not they were present at the meeting at which such resolution was passed. The Trust Deed provides that a resolution in writing signed by or on behalf of any Holder the Bondholders of not less than 90 per cent. in connection with any consent to any modification, amendment or waiver aggregate principal amount of the Bonds for the time being outstanding (as defined in the Trust Deed) shall for all purposes be irrevocable once given as valid and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken effective as an Extraordinary Resolution passed at a duly called and held meeting of any Holders shall Bondholders duly convened and held. Such a resolution in writing may be conclusive and binding on all Holderscontained in one document, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified several documents in the notice same form each signed by or on behalf of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trusteeone or more Bondholders.

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request Holders of Holders holding not less than 10% twenty percent (20%) in aggregate principal amount of the outstanding Notes, or the Issuer may, Bonds then Outstanding may at its discretion, any time call a meeting of the Holders at of the Bonds for the purpose of the consenting to, the approving, the requesting, or the directing by the Holders of the Bonds of any time and from time action required to time be consented to makeor approved by them hereunder or which they may request or direct hereunder to be taken, give or take for the making by the Holders of any requestappointments they may make hereunder, demand, authorization, direction, notice, consent, waiver or for the purpose of taking any other action provided by this Indenture to be madewhich the Holders may take hereunder, given or taken by for any other purpose concerning the payment and security of the Bonds hereunder. Every such Holders to meeting shall be held at such place in The City of New York, State of New York, as may be specified in the notice calling such meeting. Written notice of such meeting, stating the place and time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the business to be submitted, shall be mailed to the Holders whose names and addresses then appear upon the books of registry by the Registrar and Paying Agent or the Holders calling such meeting, not less than twenty (20) days nor more than sixty (60) days before such meeting. Any meeting of Holders shall, however, be valid without notice if the Holders of all Bonds then Outstanding are present in person or by proxy or if notice is waived before or within thirty (30) days after the meeting by those not so present. Attendance and voting by Holders at meetings thereof may be in person or by proxy. Holders of Bonds may, by an instrument in writing under their hands, appoint any person or persons, with full power of substitution, as their proxy to attend and vote at any meeting for them. Persons named by the Trustee, or elected by the Holders of a majority in principal amount of the Bonds represented at the meeting in person or by proxy in the event the Trustee is not represented at such meeting, shall act as temporary chairman and temporary secretary of any meeting of Holders. A permanent chairman and a permanent secretary of such meeting shall be elected by the Holders of a majority in principal amount of the Bonds represented at such meeting in person or by proxy. The permanent chairman of the meeting shall appoint two (2) inspectors of votes who shall count all votes cast at such meeting, except votes on the election of chairman and secretary as aforesaid, and who shall make and file with the secretary of the meeting and the Trustee their verified report of all such votes cast at the meeting. The Holders of not less than the principal amount of the Bonds required by the provisions hereof to consent to, approve, request or direct any action proposed to be taken at a meeting of Holders, or required by the provisions hereof to make any appointments to be made at such meeting, or required by the provisions hereof to take any other action to be taken at such meeting, must be present at such meeting in person or by proxy in order to constitute a quorum for the transaction of such business. Less than a quorum, however, shall have power to adjourn the meeting from time to time without notice of such adjournment other than the announcement thereof at the meeting; provided, however, that if such meeting is adjourned by less than a quorum for more than ten (10) days, notice of such adjournment shall be given, at the expense of the Issuer, given by the Issuer or Trustee at least five (5) days prior to the Trustee to each applicable Holder not less than 10 nor more than 60 days before the adjourned date fixed for of the meeting. In case Any Holder of a Bond shall be entitled in person or by proxy to attend and vote at any time the Issuer or Holders holding at least 10% such meeting as Holder of the outstanding Notes shall have requested the Trustee to call a meeting Bond or Bonds registered in his or her name without producing such Bond or Bonds. Such persons and their proxies shall, if required, produce such proof of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person personal identity as shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting satisfactory to the Secretary of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make All proxies presented at such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer Inspector of Votes and filed with the Secretary of the meeting. The right of a proxy for a Holder to attend the meeting and act and vote thereat may be proved (subject to the Trustee’s right to require additional proof) by a written proxy executed by such Holder as aforesaid. The officers or nominees of the Trustee may be present or represented at such meeting and take part therein, but shall not be entitled to vote thereat, except for such officers or nominees who are Holders or proxies for Holders (including the Trustee). The vote at any such meeting of the Holder of any Bond, or his or her proxy, entitled to vote thereat shall be binding upon such Holder and upon every subsequent Holder of such Bond (whether or not such subsequent Holder has notice thereof).

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request of Holders holding not less than 10% in aggregate principal amount of the outstanding Outstanding Notes, or the Issuer or the Trustee may, at its respective discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee or the Issuer shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting of Holders called to adopt a resolution shall be Holders holding more not less than 50% in aggregate principal amount of the outstanding Outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trustee.

Meetings of Holders. (a) The Trustee Agency Agreement contains provisions for convening meetings of Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Issuer shall, upon the request of Agency Agreement. Such a meeting may be convened by Holders holding not less than 10% 10 per cent. in aggregate principal amount of the outstanding Notes, or the Issuer may, at its discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth Tier 1 BCNs for the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holderbeing outstanding. The quorum at for any meeting of Holders called convened to adopt a resolution consider an Extraordinary Resolution shall be Holders one or more persons holding more than 50% or representing a clear majority in aggregate principal amount of the outstanding NotesTier 1 BCNs for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders whatever the aggregate principal amount of the Tier 1 BCNs held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the provisions for redemption of the Tier 1 BCNs or any date for payment of interest on the Tier 1 BCNs, (ii) to reduce or cancel the principal amount of, or any premium payable on redemption of, the Tier 1 BCNs, (iii) to reduce the rate or rates of interest in respect of the Tier 1 BCNs or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating the amounts of any interest in respect of the Tier 1 BCNs, (iv) to vary any method of, or basis for, calculating the amounts payable on redemption of the Tier 1 BCNs, (v) to vary the Specified Currency or currencies of payment or denomination of the Tier 1 BCNs, (vi) to modify the provisions concerning the quorum required at any meeting of Holders or the majority required to pass the Extraordinary Resolution, (vii) to modify or cancel the Guarantee, or (viii) to amend or modify the provisions relating to the Contingency Event Conversion or the Viability Event Conversion, in which case the necessary quorum shall be one or more persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the Tier 1 BCNs for the time being outstanding. Any instrument given Extraordinary Resolution duly passed shall be binding on Holders (whether or not they were present at the meeting at which such resolution was passed). A resolution in writing signed by or on behalf of any the Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Notenot less than 75 per cent. Any action taken in aggregate principal amount of the Tier 1 BCNs outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders. No modification to proof these Conditions or any other provisions of the appointment of proxiesAgency Agreement or the Guarantee (whether pursuant to this Condition 13 or otherwise) shall become effective unless the Issuer shall have received approval from the Regulator (provided that, at the relevant time, there is a requirement to obtain such approval). On or after a Substitution Date, if the Issuer is CSG and if Swiss law then so requires, the record date for determining the registered Holders entitled mandatory provisions of Swiss law in relation to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting meetings of Holders shall be prepared by apply and prevail in the party calling case of any conflict with the meeting provisions of Conditions 13(a) and a copy thereof shall be delivered to the Issuer and the Trustee13(b).

Meetings of Holders. (a) The Trustee or Agency Agreement contains provisions for convening meetings of Holders to consider matters relating to the Securities, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer shall, and shall be convened by them upon the request in writing of Holders holding not less than 10% in one tenth of the aggregate principal amount of the outstanding Notes, or the Issuer may, at its discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a HolderSecurities. The quorum at any meeting of Holders called convened to adopt a resolution shall vote on an Extraordinary Resolution will be Holders two or more persons holding or representing one more than 50% in half of the aggregate principal amount of the outstanding NotesSecurities or, at any adjourned meeting, two or more persons being or representing Holders whatever the principal amount of the Securities held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities, to reduce the amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the Securities, to alter the method of calculating the amount of any payment in respect of the Securities or the date for any such payment, to change the currency of payments under the Securities, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorum. Any instrument given Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of any Holder Holders of not less than 90 per cent. of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in connection one document or several documents in the same form, each signed by or on behalf of one or more Holders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Holders of not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with any consent the effect as if it were an Extraordinary Resolution, in each case whether or not relating to any modificationa Reserved Matter. So long as the Securities are represented by the Global Certificate and the Global Certificate is held on behalf of Euroclear or Clearstream or the Alternative Clearing System, amendment notices to Holders may be given by delivery of the relevant notice to Euroclear or waiver shall be irrevocable once given Clearstream or the Alternative Clearing System, for communication by it to entitled account holders in substitution for notification as required by these Conditions and shall be conclusive and binding deemed to have been given on all subsequent Holders the date of delivery to such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trusteeclearing system.

Meetings of Holders. (a) The Trustee or Agency Agreement contains provisions for convening meetings of Holders to consider matters relating to the Securities, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer shall, and shall be convened by them upon the request in writing of Holders holding not less than 10% in one tenth of the aggregate principal amount of the outstanding Notes, or the Issuer may, at its discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a HolderSecurities. The quorum at any meeting of Holders called convened to adopt a resolution shall vote on an Extraordinary Resolution will be Holders two or more persons holding or representing one more than 50% in half of the aggregate principal amount of the outstanding NotesSecurities or, at any adjourned meeting, two or more persons being or representing Holders whatever the principal amount of the Securities held or represented; provided, however, that certain proposals (including any proposal (i) to change any date fixed for payment of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities, (ii) to reduce the amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the Securities, (iii) to alter the method of calculating the amount of any payment in respect of the Securities or the date for any such payment, (iv) to change the currency of payments under the Securities, (v) to amend the subordination provisions in the Deed of Covenant or (vi) to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a “Reserved Matter”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than three quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Securities form a quorum. Any instrument given Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Notenot less than 90 per cent. Any action taken at of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders and (ii) a duly called and held meeting resolution passed by way of any electronic consents through the clearing systems by or on behalf of Holders shall be conclusive and binding on all Holdersof not less than 75 per cent. in aggregate principal amount of Securities for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect relating to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the TrusteeReserved Matter.

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request of Holders holding not less than 1025% in aggregate principal amount of the outstanding Notes, or the Issuer or the Trustee may, at its respective discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, prepared by the Issuer, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 1025% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall may call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trustee.the

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request of Holders holding not less than 105% in aggregate principal amount of the outstanding Outstanding Notes, or the Issuer or the Trustee may, at its respective discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, given by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person shall must be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting of Holders called to adopt a resolution shall be Holders holding more not less than 5025% in aggregate principal amount of the outstanding Outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trustee. In connection with any voting by the Holders, reference is hereby made to Section 9.07.

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request Holders of Holders holding not less than 10% twenty percent (20%) in aggregate principal amount of the outstanding Notes, or the Issuer may, Bonds then Outstanding may at its discretion, any time call a meeting of the Holders at of the Bonds for the purpose of the consenting to, the approving, the requesting, or the directing by the Holders of the Bonds of any time and from time action required to time be consented to makeor approved by them hereunder or which they may request or direct hereunder to be taken, give or take for the making by the Holders of any requestappointments they may make hereunder, demand, authorization, direction, notice, consent, waiver or for the purpose of taking any other action provided by this Indenture to be madewhich the Holders may take hereunder, given or taken by for any other purpose concerning the payment and security of the Bonds hereunder. Every such Holders to meeting shall be held at such place in The City of New York, State of New York, as may be specified in the notice calling such meeting. Written notice of such meeting, stating the place and time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the business to be submitted, shall be mailed to the Holders whose names and addresses then appear upon the books of registry by the Registrar and Paying Agent or the Holders calling such meeting, not less than twenty (20) days nor more than sixty (60) days before such meeting. Any meeting of Holders shall, however, be valid without notice if the Holders of all Bonds then Outstanding are present in person or by proxy or if notice is waived before or within thirty (30) days after the meeting by those not so present. Attendance and voting by Holders at meetings thereof may be in person or by proxy. Holders of Bonds may, by an instrument in writing under their hands, appoint any person or persons, with full power of substitution, as their proxy to attend and vote at any meeting for them. Persons named by the Trustee, or elected by the Holders of a majority in principal amount of the Bonds represented at the meeting in person or by proxy in the event the Trustee is not represented at such meeting, shall act as temporary chairman and temporary secretary of any meeting of Holders. A permanent chairman and a permanent secretary of such meeting shall be elected by the Holders of a majority in principal amount of the Bonds represented at such meeting in person or by proxy. The permanent chairman of the meeting shall appoint two (2) inspectors of votes who shall count all votes cast at such meeting, except votes on the election of chairman and secretary as aforesaid, and who shall make and file with the secretary of the meeting and the Trustee their verified report of all such votes cast at the meeting. The Holders of not less than the principal amount of the Bonds required by the provisions hereof to consent to, approve, request or direct any action proposed to be taken at a meeting of Holders, or required by the provisions hereof to make any appointments to be made at such meeting, or required by the provisions hereof to take any other action to be taken at such meeting, must be present at such meeting in person or by proxy in order to constitute a quorum for the transaction of such business. Less than a quorum, however, shall have power to adjourn the meeting from time to time without notice of such adjournment other than the announcement thereof at the meeting; provided, however, that if such meeting is adjourned by less than a quorum for more than ten (10) days, notice of such adjournment shall be given, at the expense of the Issuer, given by the Issuer or Trustee at least five (5) days prior to the Trustee to each applicable Holder not less than 10 nor more than 60 days before the adjourned date fixed for of the meeting. In case Any Holder of a Bond shall be entitled in person or by proxy to attend and vote at any time the Issuer or Holders holding at least 10% such meeting as Holder of the outstanding Notes shall have requested the Trustee to call a meeting Bond or Bonds registered in his or her name without producing such Bond or Bonds. Such persons and their proxies shall, if required, produce such proof of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person personal identity as shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting satisfactory to the Secretary of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make All proxies presented at such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer Inspector of Votes and filed with the Secretary of the meeting. The right of a proxy for a Holder to attend the meeting and act and vote thereat may be proved (subject to the Trustee's right to require additional proof) by a written proxy executed by such Holder as aforesaid. The officers or nominees of the Trustee may be present or represented at such meeting and take part therein, but shall not be entitled to vote thereat, except for such officers or nominees who are Holders or proxies for Holders (including the Trustee). The vote at any such meeting of the Holder of any Bond, or his or her proxy, entitled to vote thereat shall be binding upon such Holder and upon every subsequent Holder of such Bond (whether or not such subsequent Holder has notice thereof).

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request A meeting of any class of Holders holding not less than 10% in aggregate principal amount of the outstanding Notes, or the Issuer may, at its discretion, call a meeting of Holders may be called at any time and from time to time pursuant to this Article VI to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture Trust Agreement to be made, given or taken by such Holders. (b) The Property Trustee, by giving notice as provided in Section 602, may at any time call a meeting of Holders for any purpose specified in subsection (a) of this Section, to be held at such time and at such place in the __________________________, as the Property Trustee shall reasonably determine. Notice of every meeting , or, with the approval of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be givenAdministrators, at any other place. If the expense of the Issuer, by the Issuer or the Property Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 10% of the outstanding Notes shall have been requested the Trustee to call a meeting of the Holders of Trust Preferred Securities by the Holders of 33% in aggregate Liquidation Amount of all Trust Preferred Securities, for any purposepurpose specified in subsection (a) of this Section, by written request setting forth in reasonable detail the action proposed to be taken at such the meeting, and the Property Trustee shall not have given the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Holders of Trust Preferred Securities in the Liquidation Amount above specified, as the case may be, may determine the time and the place in the ____________________, or in such other place as shall be determined or approved by the Administrators, for such meeting and may call such a meeting for such purposes by giving notice thereofthereof as provided in this subsection (b). The Administrators or the Property Trustee may, at any time in their discretion, call a meeting of Holders of Trust Preferred Securities to vote on any matters as to which Holders are entitled to vote. (bc) Any meeting of Holders shall be valid without notice if the Holders of all Outstanding Trust Securities, Trust Common Securities or Trust Preferred Securities, as the case may be, are present in person or by proxy and if representatives of the Depositor, the Trust and the Property Trustee are present, or if notice is waived in writing before or after the meeting by such Holders, or by such of them as are not present at the meeting in person or by proxy, and by the Depositor, the Trust and the Property Trustee. (d) To be entitled to vote at any meeting of HoldersHolders of Trust Securities, a Person shall be (a) a Holder of one or more Outstanding Trust Securities, Trust Common Securities or Trust Preferred Securities, as the case may be, or (b) a Person duly appointed by an instrument in writing as proxy for a Holdersuch Holder or Holders by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Trust Securities shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Property Trustee and its counsel, any representatives of the Trust and its counsel and any representatives of the Depositor and its counsel. (e) The Persons entitled to vote at least a Majority in Liquidation Amount of the Outstanding Trust Securities with respect to which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of such Trust Securities; provided, however, that if any action is to be taken at such meeting which this Trust Agreement expressly provides may be taken by the Holders of a specified percentage, which is less than a Majority in Liquidation Amount, of such Outstanding Trust Securities, considered as one class, the Persons entitled to vote such specified percentage in Liquidation Amount of such Outstanding Trust Securities, considered as one class, shall constitute a quorum. In the absence of a quorum within one hour of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of such Trust Securities, be dissolved. In any other case the meeting may be adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 604(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as provided in subsection (b) of this Section not less than ten days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the Liquidation Amount of the Outstanding Trust Securities which shall constitute a quorum. (f) Except as limited by Section 1202 of the Indenture, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a Majority in Liquidation Amount of the Outstanding Trust Securities, Trust Common Securities or Trust Preferred Securities, as the case may be, with respect to which such meeting shall have been called, considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which this Trust Agreement expressly provides may be taken by the Holders of a specified percentage, which is less than a Majority in Liquidation Amount, of such Outstanding Trust Securities, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in Liquidation Amount of such Outstanding Trust Securities, considered as one class. (g) Any resolution passed or decision taken at any meeting of Holders called to adopt a resolution of Trust Securities, Trust Common Securities or Trust Preferred Securities, as the case may be, duly held in accordance with this Section shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent present or were present represented at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trustee.

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request Holders of Holders holding not less than 10% twenty percent (20%) in aggregate principal amount of the outstanding Notes, or the Issuer may, Bonds then Outstanding may at its discretion, any time call a meeting of the Holders at of the Bonds for the purpose of the consenting to, the approving, the requesting, or the directing by the Holders of the Bonds of any time and from time action required to time be consented to makeor approved by them hereunder or which they may request or direct hereunder to be taken, give or take for the making by the Holders of any requestappointments they may make hereunder, demand, authorization, direction, notice, consent, waiver or for the purpose of taking any other action provided by this Indenture to be madewhich the Holders may take hereunder, given or taken by for any other purpose concerning the payment and security of the Bonds hereunder. Every such Holders to meeting shall be held at such place in The City of New York, State of New York, as may be specified in the notice calling such meeting. Written notice of such meeting, stating the place and time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the business to be submitted, shall be mailed to the Holders whose names and addresses then appear upon the books of registry by the Registrar and Paying Agent or the Holders calling such meeting, not less than 20 days nor more than 60 days before such meeting. Any meeting of Holders shall, however, be valid without notice if the Holders of all Bonds then Outstanding are present in person or by proxy or if notice is waived before or within 30 days after the meeting by those not so present. Attendance and voting by Holders at meetings thereof may be in person or by proxy. Holders of Bonds may, by an instrument in writing under their hands, appoint any person or persons, with full power of substitution, as their proxy to attend and vote at any meeting for them. Persons named by the Trustee, or elected by the Holders of a majority in principal amount of the Bonds represented at the meeting in person or by proxy in the event the Trustee is not represented at such meeting, shall act as temporary Chairman and temporary Secretary of any meeting of Holders. A permanent Chairman and a permanent Secretary of such meeting shall be elected by the Holders of a majority in principal amount of the Bonds represented at such meeting in person or by proxy. The permanent Chairman of the meeting shall appoint two (2) Inspectors of Votes who shall count all votes cast at such meeting, except votes on the election of Chairman and Secretary as aforesaid, and who shall make and file with the Secretary of the meeting and the Trustee their verified report of all such votes cast at the meeting. The Holders of not less than the principal amount of the Bonds required by the provisions hereof to consent to, approve, request or direct any action proposed to be taken at a meeting of Holders, or required by the provisions hereof to make any appointments to be made at such meeting, or required by the provisions hereof to take any other action to be taken at such meeting, must be present at such meeting in person or by proxy in order to constitute a quorum for the transaction of such business. Less than a quorum, however, shall have power to adjourn the meeting from time to time without notice of such adjournment other than the announcement thereof at the meeting; provided, however, that if such meeting is adjourned by less than a quorum for more than ten (10) days, notice of such adjournment shall be given, at the expense of the Issuer, given by the Issuer or Trustee at least five (5) days prior to the Trustee to each applicable Holder not less than 10 nor more than 60 days before the adjourned date fixed for of the meeting. In case Any Holder of a Bond shall be entitled in person or by proxy to attend and vote at any time the Issuer or Holders holding at least 10% such meeting as Holder of the outstanding Notes shall have requested the Trustee to call a meeting Bond or Bonds registered in his or her name without producing such Bond or Bonds. Such persons and their proxies shall, if required, produce such proof of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person personal identity as shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting satisfactory to the Secretary of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make All proxies presented at such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer Inspector of Votes and filed with the Secretary of the meeting. The right of a proxy for a Holder to attend the meeting and act and vote thereat may be proved (subject to the Trustee's right to require additional proof) by a written proxy executed by such Holder as aforesaid. The officers or nominees of the Trustee may be present or represented at such meeting and take part therein, but shall not be entitled to vote thereat, except for such officers or nominees who are Holders or proxies for Holders (including the Trustee). The vote at any such meeting of the Holder of any Bond, or his or her proxy, entitled to vote thereat shall be binding upon such Holder and upon every subsequent Holder of such Bond (whether or not such subsequent Holder has notice thereof).

Meetings of Holders. (a) The Trustee or the Issuer Company shall, upon the request of Holders holding not less than 10of at least 5% in aggregate principal amount of the outstanding NotesNotes at the time outstanding, or the Issuer Company may, at its discretion, call a meeting of the Holders at any time and from time to time time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture the Notes to be made, given or taken by the Holders. (b) With respect to all matters not contemplated in this Indenture, meetings of Holders will be held in the City of New York; provided, however, that the Company or the Trustee, may determine to hold any such Holders meetings in the City of New York and in the City of Buenos Aires by any means of telecommunication which permits the participants to hear and to speak to each other. In any case, such meetings shall be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer Company or the Trustee shall determine in such cities. If a meeting is being held pursuant to each applicable Holder not less than 10 nor more than 60 a request of Holders, the agenda for the meeting shall be as determined in such request and such meeting shall be convened within 40 days before from the date fixed for such request is received by the meetingTrustee or the Company, as the case may be. (c) Any Holder may attend the meeting in person or by proxy. In case at any time the Issuer or Holders holding at least 10% Directors, officers, managers and employees of the outstanding Notes shall have requested the Trustee Company may not be appointed as proxies. Holders who intend to call attend a meeting of Holders must notify the Holders for any purpose, by written request setting forth in reasonable detail Registrar of their intention to do so at least three days prior to the action proposed to be taken at date of such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (bd) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting of Holders called to adopt a resolution shall will be Holders holding more than 50of 60% in aggregate principal amount of the Notes at the time outstanding Notespresent or represented; provided, however, that at any such reconvened meeting adjourned for lack of the requisite quorum, the quorum will be Holders of 30% in aggregate principal amount of the Notes then outstanding present or represented. (e) Decisions shall be made by the affirmative vote of a majority of the Holders in aggregate principal amount of the Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the unanimous affirmative vote of the Holders shall be required to adopt a valid decision on any of the matters specified in Section 9.2(a)-(h) as requiring the consent of the Holder of each outstanding Note affected thereby. Any instrument given by or on behalf For purposes of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of Holders, each U.S.$1.00 of principal amount of the outstanding Notes shall entitle the Holder thereof to one vote. Except as provided above, any Holders shall modifications, amendments or waivers to the terms and conditions of the Notes will be conclusive and binding on all Holders, whether or not they gave consent or were present at the any meeting. The Trustee may make such reasonable , and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship whether or not notation of such meetingmodifications, amendments or waivers is made upon the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the TrusteeNotes.

Meetings of Holders. (a) The Trustee or the Issuer shall, upon the request Holders of Holders holding not less than 10% twenty percent (20%) in aggregate principal amount of the outstanding Notes, or the Issuer may, Bonds then Outstanding may at its discretion, any time call a meeting of the Holders at of the Bonds for the purpose of the consenting to, the approving, the requesting, or the directing by the Holders of the Bonds of any time and from time action required to time be consented to makeor approved by them hereunder or which they may request or direct hereunder to be taken, give or take for the making by the Holders of any requestappointments they may make hereunder, demand, authorization, direction, notice, consent, waiver or for the purpose of taking any other action provided by this Indenture to be madewhich the Holders may take hereunder, given or taken by for any other purpose concerning the payment and security of the Bonds hereunder. Every such Holders to meeting shall be held at such place in The City of New York, State of New York, as may be specified in the notice calling such meeting. Written notice of such meeting, stating the place and time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the business to be submitted, shall be mailed to the Holders whose names and addresses then appear upon the books of registry by the Registrar and Paying Agent or the Holders calling such meeting, not less than 20 days nor more than 60 days before such meeting. Any meeting of Holders shall, however, be valid without notice if the Holders of all Bonds then Outstanding are present in person or by proxy or if notice is waived before or within 30 days after the meeting by those not so present. Attendance and voting by Holders at meetings thereof may be in person or by proxy. Holders of Bonds may, by an instrument in writing under their hands, appoint any person or persons, with full power of substitution, as their proxy to attend and vote at any meeting for them. Persons named by the Trustee, or elected by the Holders of a majority in principal amount of the Bonds represented at the meeting in person or by proxy in the event the Trustee is not represented at such meeting, shall act as temporary Chairman and temporary Secretary of any meeting of Holders. A permanent Chairman and a permanent Secretary of such meeting shall be elected by the Holders of a majority in aggregate principal amount of the Bonds represented at such meeting in person or by proxy. The permanent Chairman of the meeting shall appoint two (2) Inspectors of Votes who shall count all votes cast at such meeting, except votes on the election of Chairman and Secretary as aforesaid, and who shall make and file with the Secretary of the meeting and the Trustee their verified report of all such votes cast at the meeting. The Holders of not less than the aggregate principal amount of the Bonds required by the provisions hereof to consent to, approve, request or direct any action proposed to be taken at a meeting of Holders, or required by the provisions hereof to make any appointments to be made at such meeting, or required by the provisions hereof to take any other action to be taken at such meeting, must be present at such meeting in person or by proxy in order to constitute a quorum for the transaction of such business. Less than a quorum, however, shall have power to adjourn the meeting from time to time without notice of such adjournment other than the announcement thereof at the meeting; provided, however, that if such meeting is adjourned by less than a quorum for more than ten (10) days, notice of such adjournment shall be given, at the expense of the Issuer, given by the Issuer or Trustee at least five (5) days prior to the Trustee to each applicable Holder not less than 10 nor more than 60 days before the adjourned date fixed for of the meeting. In case Any Holder of a Bond shall be entitled in person or by proxy to attend and vote at any time the Issuer or Holders holding at least 10% such meeting as Holder of the outstanding Notes shall have requested the Trustee to call a meeting Bond or Bonds registered in his or her name without producing such Bond or Bonds. Such persons and their proxies shall, if required, produce such proof of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof. (b) To be entitled to vote at any meeting of Holders, a Person personal identity as shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting satisfactory to the Secretary of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make All proxies presented at such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer Inspector of Votes and filed with the Secretary of the meeting. The right of a proxy for a Holder to attend the meeting and act and vote thereat may be proved (subject to the Trustee's right to require additional proof) by a written proxy executed by such Holder as aforesaid. The officers or nominees of the Trustee may be present or represented at such meeting and take part therein, but shall not be entitled to vote thereat, except for such officers or nominees who are Holders or proxies for Holders (including the Trustee). The vote at any such meeting of the Holder of any Bond, or his or her proxy, entitled to vote thereat shall be binding upon such Holder and upon every subsequent Holder of such Bond (whether or not such subsequent Holder has notice thereof).

Meetings of Holders. 9.1 Purpose, Effect and Convention of Meetings (a) The Trustee Subject to Section 12.2(a), wherever in this Indenture a consent, waiver, notice, authorization or resolution of the Issuer shallHolders (or any of them) is required, upon a meeting may be convened in accordance with this Article 9 to consider and resolve whether such consent, waiver, notice, authorization or resolution should be approved by the request Holders. A resolution passed by the affirmative votes of the Holders holding not less than 10% in aggregate of at least a majority of the outstanding principal amount of the outstanding Notes, or the Issuer may, Notes represented and voting on a poll at its discretion, call a meeting of Holders duly convened for the purpose and held in accordance with the provisions of this Indenture shall constitute conclusively such consent, waiver, notice, authorization or resolution; provided that an Extraordinary Resolution shall be required wherever in this Indenture such consent, waiver, notice, authorization or resolution of the Holders is required to be approved by Extraordinary Resolution or otherwise by Holders of at least 66⅔% in principal amount of the Notes then outstanding. (b) At any time and from time to time to maketime, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting on behalf of the Issuer may and, on receipt of a Written Order or a Holders, setting forth ' Request and upon being indemnified and funded for the time and costs thereof to the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense reasonable satisfaction of the Issuer, Trustee by the Issuer or the Holders signing such Holders' Request, will, convene a meeting of all Holders. (c) If the Trustee fails to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time convene a meeting after being duly requested as aforesaid (and indemnified and funded as aforesaid), the Issuer or such Holders holding at least 10% of may themselves convene such meeting and the outstanding Notes shall have requested notice calling such meeting may be signed by such Person as the Issuer or those Holders designate, as applicable. Every such meeting will be held in Calgary, Alberta or such other place as the Trustee to call a meeting of the Holders for may in any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereofcase determine or approve. (b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct 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. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trustee.