Common use of Regulations May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment Clause in Contracts

Regulations May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment. Notwithstanding any other provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any action by or any meeting of Holders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and 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 will think appropriate. Such regulations may fix a record date and time for determining the Holders of record of Securities entitled to vote at such meeting, in which case those and only those Persons who are Holders of Securities at the record date and 77 time so fixed, or their proxies, will be entitled to vote at such meeting whether or not they will be such Holders at the time of the meeting. The Trustee will, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting will have been called by the Issuer or by Holders as provided in Section 10.03, in which case the Issuer or the Holders calling the meeting, as the case may be, will in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting will be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Holder or proxy will, subject to the provisions of Section 10.04 hereof, be entitled to one vote for each $1,000 principal amount of Securities held or represented by him or her; PROVIDED, HOWEVER, that no vote will be cast or counted at any meeting in respect of any Securities challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman may adjourn any such meeting if he is unable to determine whether any Holder or proxy will be entitled to vote at such meeting. The chairman of the meeting will have no right to vote other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the proxy to vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of Section 10.02 or Section 10.03 may be adjourned from time to time by vote of the Holders of a majority in aggregate principal amount of the Securities represented at the meeting and entitled to vote, and the meeting may be held as so adjourned without further notice.

Regulations May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment. Notwithstanding any other provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any action by or any meeting of HoldersNoteholders, in regard to proof of the holding of Securities Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and 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 will shall think appropriate. Such regulations may fix a record date and time for determining the Holders of record of Securities Notes entitled to vote at such meeting, in which case those and only those Persons who are Holders of Securities Notes at the record date and 77 time so fixed, or their proxies, will shall be entitled to vote at such meeting whether or not they will shall be such Holders at the time of the meeting. The Trustee willshall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting will shall have been called by the Issuer Company or by Holders Noteholders as provided in Section 10.0310.3, in which case the Issuer Company or the Holders Noteholders calling the meeting, as the case may be, will shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting will shall be elected by vote of the Holders of a majority in principal amount of the Securities Notes represented at the meeting and entitled to vote. At any meeting each Holder Noteholder or proxy will, subject to the provisions of Section 10.04 hereof, shall be entitled to one vote for each $1,000 principal amount of Securities Notes held or represented by him or herhim; PROVIDED, HOWEVER, PROVIDED that no vote will shall be cast or counted at any meeting in respect of any Securities Notes challenged as not outstanding and ruled by the chairman of the meeting to be not then outstanding. The chairman may adjourn any such meeting if he is unable to determine whether any Holder or proxy will be entitled to vote at such meeting. The chairman of the meeting will shall have no right to vote other than by virtue of Securities Notes held by him or instruments in writing as aforesaid duly designating him as the proxy to vote on behalf of other HoldersNoteholders. Any meeting of Holders Noteholders duly called pursuant to the provisions of Section 10.02 10.2 or Section 10.03 10.3 may be adjourned from time to time by vote of the Holder or Holders of a majority in aggregate principal amount of the Securities Notes represented at the meeting and entitled to vote, and the meeting may be held as so adjourned without further notice.

Regulations May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment. Notwithstanding any other provision provisions of this Subordinated Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any action by or any meeting of HoldersSubordinated Securityholders, in regard to proof of the holding of Subordinated Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it will shall think appropriatefit. Such Except as otherwise permitted or required by any such regulations, the holding of Subordinated Securities shall be proved in the manner specified in Section 8.02. and the appointment of any proxy shall be proved in the manner specified in said Section 8.02; provided, however, that such regulations may fix a record date provide that written instruments appointing proxies regular on their face, may be presumed valid and time for determining genuine without the Holders of record of Securities entitled to vote at such meeting, proof hereinabove or in which case those and only those Persons who are Holders of Securities at the record date and 77 time so fixed, or their proxies, will be entitled to vote at such meeting whether or not they will be such Holders at the time of the meetingsaid Section 8.02 specified. The Trustee will, shall by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting will shall have been called by the Issuer Company or by Holders Subordinated Securityholders as provided in Section 10.039.03, in which case the Issuer Company or the Holders Subordinated Securityholders calling the meeting, as the case may be, will shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting will shall be elected by majority vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to votemeeting. At any meeting each Holder or proxy will, subject Subject to the provisions of Section 10.04 hereof8.04, at any meeting each Subordinated Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount (in the case of Original Issue Discount Subordinated Securities, such principal amount shall be equal to such portion of the principal amount as may be specified in the terms of such series) of Subordinated Securities held or represented by him or hersuch Holder; PROVIDEDprovided, HOWEVERhowever, that no vote will shall be cast or counted at any meeting in respect of any Securities Subordinated Security challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman may adjourn any such meeting if he is unable to determine whether any Holder or proxy will be entitled to vote at such meetingOutstanding. The chairman of the meeting will shall have no right to vote other than by virtue of Subordinated Securities held by him such Person or instruments in writing as aforesaid duly designating him such Person as the proxy Person to vote on behalf of other HoldersSubordinated Securityholders. Any meeting of Holders Subordinated Securityholders duly called pursuant to the provisions of Section 10.02 9.02 or Section 10.03 9.03 may be adjourned from time to time by vote of the Holders of a majority in aggregate principal amount of the Securities represented at the meeting and entitled to votetime, and the meeting may be held as so adjourned without further notice. At any meeting of Subordinated Securityholders, the presence of Persons holding or representing Subordinated Securities in principal amount sufficient to take action on the business for the transaction of which such meeting was called shall constitute a quorum, but, if less than a quorum is present, the Persons holding or representing a majority in principal amount of the Subordinated Securities represented at the meeting may adjourn such meeting with the same effect for all intents and purposes, as though a quorum had been present.

Regulations May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment. Notwithstanding any other provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any action by or any meeting of HoldersSecurityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and 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 will shall think appropriate. Such regulations may fix a record date and time for determining the Holders of record of Securities entitled to vote at such meeting, in which case those and only those Persons who are Holders of Securities at the record date and 77 time so fixed, or their proxies, will shall be entitled to vote at such meeting whether or not they will shall be such Holders at the time of the meeting. The Trustee willshall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting will shall have been called by the Issuer Company or by Holders Securityholders as provided in Section 10.03, in which case the Issuer Company or the Holders Securityholders calling the meeting, as the case may be, will shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting will shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Holder Securityholder or proxy will, subject to the provisions of Section 10.04 hereof, shall be entitled to one vote for each $1,000 principal amount of with respect to the outstanding Securities held or represented by him or herhim; PROVIDEDprovided, HOWEVERhowever, that no vote will shall be cast or counted at any meeting in respect of any Securities challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman may adjourn any such meeting if he is unable to determine whether any Holder or proxy will be entitled to vote at such meeting. The chairman of the meeting will shall not have no the right to vote other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the proxy to vote on behalf of other HoldersSecurityholders. At any meeting of Securityholders, the presence of Persons holding or representing a majority of the principal amount of the outstanding Securities shall be sufficient for a quorum. Any meeting of Holders Securityholders duly called pursuant to the provisions of Section Sections 10.02 or Section 10.03 may be adjourned from time to time by vote of the Holders of a majority in aggregate principal amount of the Securities represented at the meeting and entitled to vote, and the meeting may be held as so adjourned without further notice. Except as limited by Sections 6.02 and 6.08 and the second paragraph of Section 9.02, any resolution presented to a meeting at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the outstanding Securities.