Common use of REGULATIONS MAY BE MADE BY TRUSTEE 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 meeting of Securityholders, 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 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 time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in respect of any Securities challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders 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 meeting of SecurityholdersHolders, 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 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 Persons who are Holders of Securities at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Holders as provided in Section 10.03, in which case the Company or the Securityholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Securityholder Holder or proxy shall be entitled to one vote for each $1,000 principal amount of with respect to the outstanding Securities held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote 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 of the meeting 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 person proxy to vote on behalf of other SecurityholdersHolders. At any meeting of SecurityholdersHolders, the presence of persons Persons holding or representing any number a majority of the principal amount of the outstanding Securities shall be sufficient for a quorum. Any meeting of Securityholders Holders 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.

REGULATIONS MAY BE MADE BY TRUSTEE. CONDUCT OF THE MEETING; VOTING RIGHTS; ADJOURNMENT. Notwithstanding any other provision provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholdersthe Noteholders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think deem appropriate. Such regulations (a) may provide for the closing of the Note Register for such period as the Trustee may deem necessary or (b) may fix a record date and time for determining the Holders record Noteholders of record of Securities the Notes entitled to vote at such meeting. All Noteholders seeking to attend or vote at a meeting in person or by proxy must, in which case those if required by any authorized representative of the Trustee or the Company or by any other Noteholder, produce the Notes claimed to be owned or represented at such meeting, and only those persons who are Holders every one seeking to attend or vote shall, if required as aforesaid, produce such further proof of Securities at Note ownership or personal identity as shall be satisfactory to the record date and time so fixedauthorized representative of the Trustee, or their proxies, shall if none be entitled present then to vote at such meeting whether or not they shall be such Holders at the time inspectors of the meetingvotes hereinafter provided for. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders the Noteholders as provided in Section 10.0313.3, in which case the Company or the Securityholders Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall may be elected by vote of the Holders of Noteholders holding a majority in principal amount of the Securities Notes represented at the meeting and entitled to vote. At any meeting each Securityholder Noteholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held Notes then outstanding owned by such Noteholder or represented by himsuch proxy; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Notes challenged as not outstanding and ruled by the temporary or permanent chairman of the meeting to be not outstanding. The temporary or permanent chairman of the meeting 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 person to vote on behalf of other SecurityholdersNoteholders. At any meeting of SecurityholdersNoteholders, the presence of persons holding or representing any number Notes in an aggregate principal amount sufficient under the appropriate provision of Securities this Indenture to take action upon the business for the transaction of which such meeting was called shall be sufficient for constitute a quorum. Any meeting of Securityholders holders duly called pursuant to the provisions of Section 10.02 or Section 10.03 13.3 may be adjourned from time to time by vote of the Holders holders (or proxies for the holders) of a majority in aggregate principal amount of the Securities Notes represented at the meeting and entitled to vote, whether or not a quorum shall be present; 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 Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholdersthe Noteholders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think deem appropriate. Such regulations (A) may provide for the closing of the Note Register for such period as the Trustee may deem necessary or (B) may fix a record date and time for determining the Holders record Noteholders of record of Securities the Notes entitled to vote at such meeting. All Noteholders seeking to attend or vote at a meeting in person or by proxy must, in which case those if required by any authorized representative of the Trustee or the Company or by any other Noteholder, produce the Notes claimed to be owned or represented at such meeting, and only those persons who are Holders every one seeking to attend or vote shall, if required as aforesaid, produce such further proof of Securities at Note ownership or personal identity as shall be satisfactory to the record date and time so fixedauthorized representative of the Trustee, or their proxies, shall if none be entitled present then to vote at such meeting whether or not they shall be such Holders at the time inspectors of the meetingvotes hereinafter provided for. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders the Noteholders as provided in Section 10.0312.3, in which case the Company or the Securityholders Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall may be elected by vote of the Holders of Noteholders holding a majority in principal amount of the Securities Notes represented at the meeting and entitled to vote. At any meeting each Securityholder Noteholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held Notes then Outstanding owned by such Noteholder or represented by himsuch proxy; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Notes challenged as not outstanding Outstanding and ruled by the temporary or permanent chairman of the meeting to be not outstandingOutstanding. The temporary or permanent chairman of the meeting 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 person to vote on behalf of other SecurityholdersNoteholders. At any meeting of SecurityholdersNoteholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders 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 Notes in an aggregate principal amount sufficient under the appropriate provision of this Indenture to take action upon the Securities represented at business for the transaction of which such meeting and entitled to vote, and the meeting may be held as so adjourned without further noticewas called shall constitute a quorum.

REGULATIONS MAY BE MADE BY TRUSTEE. CONDUCT OF THE MEETING; VOTING RIGHTS; ADJOURNMENT. Notwithstanding any other provision provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholdersthe Noteholders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think deem appropriate. Such regulations (A) may provide for the closing of the Note Register for such period as the Trustee may deem necessary or (B) may fix a record date and time for determining the Holders record Noteholders of record of Securities the Notes entitled to vote at such meeting. All Noteholders seeking to attend or vote at a meeting in person or by proxy must, in which case those if required by any authorized representative of the Trustee or the Company or by any other Noteholder, produce the Notes claimed to be owned or represented at such meeting, and only those persons who are Holders every one seeking to attend or vote shall, if required as aforesaid, produce such further proof of Securities at Note ownership or personal identity as shall be satisfactory to the record date and time so fixedauthorized representative of the Trustee, or their proxies, shall if none be entitled present then to vote at such meeting whether or not they shall be such Holders at the time inspectors of the meetingvotes hereinafter provided for. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders the Noteholders as provided in Section 10.0310.3, in which case the Company or the Securityholders Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall may be elected by vote of the Holders of Noteholders holding a majority in principal Principal amount of the Securities Notes represented at the meeting and entitled to vote. At any meeting each Securityholder Noteholder or proxy shall be entitled to one vote for each $1,000 principal Principal amount of Securities held Notes then Outstanding owned by such Noteholder or represented by him; PROVIDED, HOWEVER, that no vote 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 of the meeting shall 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 person to vote on behalf of other Securityholders. At any meeting of SecurityholdersNoteholders, the presence of persons holding or representing any number Notes in an aggregate Principal amount sufficient under the appropriate provision of Securities this Indenture to take action upon the business for the transaction of which such meeting was called shall be sufficient for constitute a quorum. Any meeting of Securityholders holders duly called pursuant to the provisions of Section 10.02 or Section 10.03 10.3 may be adjourned from time to time by vote of the Holders holders (or proxies for the holders) of a majority in aggregate principal Principal amount of the Securities Notes represented at the meeting and entitled to vote, whether or not a quorum shall be present; 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 Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholdersthe Noteholders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think deem appropriate. Such regulations (A) may provide for the closing of the Note Register for such period as the Trustee may deem necessary or (B) may fix a record date and time for determining the Holders record Noteholders of record of Securities the Notes entitled to vote at such meeting. All Noteholders seeking to attend or vote at a meeting in person or by proxy must, in which case those if required by any authorized representative of the Trustee or the Company or by any other Noteholder, produce the Notes claimed to be owned or represented at such meeting, and only those persons who are Holders every one seeking to attend or vote shall, if required as aforesaid, produce such further proof of Securities at Note ownership or personal identity as shall be satisfactory to the record date and time so fixedauthorized representative of the Trustee, or their proxies, shall if none be entitled present then to vote at such meeting whether or not they shall be such Holders at the time inspectors of the meetingvotes hereinafter provided for. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders the Noteholders as provided in Section 10.0312.3, in which case the Company or the Securityholders Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall may be elected by vote of the Holders of Noteholders holding a majority in principal amount of the Securities Notes represented at the meeting and entitled to vote. At any meeting each Securityholder Noteholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held Notes then Outstanding owned by such Noteholder or represented by himsuch proxy; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Notes challenged as not outstanding Outstanding and ruled by the temporary or permanent chairman of the meeting to be not outstandingOutstanding. The temporary or permanent chairman of the meeting 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 person to vote on behalf of other SecurityholdersNoteholders. At any meeting of SecurityholdersNoteholders, the presence of persons holding or representing any number Notes in an aggregate principal amount sufficient under the appropriate provision of Securities this Indenture to take action upon the business for the transaction of which such meeting was called shall be sufficient for constitute a quorum. Any meeting of Securityholders holders duly called pursuant to the provisions of Section 10.02 or Section 10.03 12.3 may be adjourned from time to time by vote of the Holders holders (or proxies for the holders) of a majority in aggregate principal amount of the Securities Notes represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice.

REGULATIONS MAY BE MADE BY TRUSTEE. CONDUCT OF THE MEETINGConduct of the Meeting; VOTING RIGHTS----------------------------------------------------------- Voting Rights; ADJOURNMENTAdjournment. --------------------------- 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 Securityholders, 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 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 Persons who are Holders of Securities at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.0310.3, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote 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 then outstanding. The chairman of the meeting shall 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 person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders 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 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 SecurityholdersDebentureholders, in regard to proof of the holding of Securities Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, 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 shall think deem appropriate. Such regulations may fix a record date and time for determining the Holders of record of Securities Debentures entitled to vote at such meeting, in which case those and only those persons Persons who are Holders of Securities Debentures at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman and secretary of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.03Company, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a chairman and secretary. In the case of meetings called by Debentureholders as provided by Section 10.3 hereof, the Debentureholders calling the meeting shall by an instrument in writing appoint a temporary chairman. A chairman and temporary secretary with a permanent chairman and a permanent secretary of the meeting shall to be elected by vote of the Holders of a majority in aggregate principal amount of the Securities Debentures then outstanding represented at the meeting and entitled to vote. At any meeting each Securityholder Debentureholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities Debentures held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Debentures challenged as not outstanding and ruled by the chairman of the meeting to be not then outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities Debentures held by him or instruments in writing as aforesaid duly designating him as the person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorumDebentureholders. Any meeting of Securityholders holders duly called pursuant to the provisions of Section 10.02 10.2 or Section 10.03 10.3 hereof may be adjourned from time to time by vote of the Holder or Holders of a majority in aggregate principal amount of the Securities Debentures then outstanding 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 Indenture, the U.S. Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatefit. Such Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 8.2 and the appointment of any proxy shall be proved in the manner specified in said Section 8.2; 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 time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meetingsaid Section 8.2 specified. The U.S. Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company Corporation or by Securityholders as provided in Section 10.039.3, in which case the Company Corporation or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the Holders meeting. Subject to the provisions of a majority in principal amount of the Securities represented Section 8.4, at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; PROVIDEDhim or her, HOWEVERprovided, however, that no vote shall be cast or counted at any meeting in respect of any Securities Security challenged as not outstanding and ruled by the permanent chairman of the meeting to be not outstanding; provided, further, that each holder of Original Issue Discount Securities shall be entitled to one vote for each $1,000 amount which would be due upon acceleration of the Original Issue Discount Security on the date of the meeting. The Neither a temporary nor a permanent chairman of the meeting shall have no a right to vote other than by virtue of Securities held by him or her or instruments in writing as aforesaid duly designating him or her as the person to vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions of Section 9.2 or 9.3 may be adjourned from time to time, and the meeting may be held so adjourned without further notice. At any meeting of Securityholders, the presence of persons holding or representing any number Securities in principal amount sufficient to take action on the business for the transaction of Securities which such meeting was called shall be sufficient for constitute a quorum. Any meeting of Securityholders duly called pursuant to , but, if less than a quorum is present, the provisions of Section 10.02 person or Section 10.03 may be adjourned from time to time by vote of the Holders of persons holding or representing a majority in aggregate principal amount of the Securities represented at the meeting may adjourn such meeting with the same effect for all intents and entitled to votepurposes, and the meeting may be held as so adjourned without further noticethough a quorum had been present.

REGULATIONS MAY BE MADE BY TRUSTEE. CONDUCT OF THE MEETING; VOTING RIGHTS; ADJOURNMENT. Notwithstanding ---------------------------------- any other provision provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of SecurityholdersHolders of Securities of a particular series, in regard to proof of the holding of Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatedeem necessary. Such regulations may fix a record date and time for determining Except as otherwise permitted or required by any such regulations, the Holders of record holding of Securities entitled to vote at of such meeting, in which case those and only those persons who are Holders of Securities at the record date and time so fixed, or their proxies, series shall be entitled to vote at such meeting whether or not they proved in the manner specified in Section 8.02 and the appointment of any proxy shall be such Holders at proved in the time of the meetingmanner specified in Section 8.02. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Holders as provided in Section 10.039.03, in which case the Company or the Securityholders such Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall may be elected by vote of the Holders of a majority in principal amount of Securities of the Securities particular series then Outstanding represented at the meeting and entitled to vote. At Subject to the provisions of Section 8.04, at any meeting each Securityholder Holder of Securities of the particular series or proxy shall be entitled to vote shall have one vote for each $1,000 principal amount of Securities of such series held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Security of such series challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person Person to vote on behalf of other SecurityholdersHolders of Securities of the particular series. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders Holders duly called pursuant to the provisions of Section 10.02 9.02 or Section 10.03 9.03 the presence of Persons holding or representing Securities of the particular series in an aggregate principal amount outstanding 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 be present, the meeting may be adjourned from time to time by vote of the Holders of a majority in aggregate principal amount outstanding of the Securities of such series 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 Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatefit. Such Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 8.2 and the appointment of any proxy shall be proved in the manner specified in said Section 8.2; 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 time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meetingsaid Section 8.2 specified. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.039.3, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the Holders meeting. Subject to the provisions of a majority in principal amount of the Securities represented Section 8.4, at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; PROVIDEDhim or her, HOWEVERprovided, however, that no vote shall be cast or counted at any meeting in respect of any Securities Security challenged as not outstanding and ruled by the permanent chairman of the meeting to be not outstanding; provided, further, that each holder of Original Issue Discount Securities shall be entitled to one vote for each $1,000 amount which would be due upon acceleration of the Original Issue Discount Security on the date of the meeting. The Neither a temporary nor a permanent chairman of the meeting shall have no a right to vote other than by virtue of Securities held by him or her or instruments in writing as aforesaid duly designating him or her as the person to vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions of Section 9.2 or 9.3 may be adjourned from time to time, and the meeting may be held so adjourned without further notice. At any meeting of Securityholders, the presence of persons holding or representing any number Securities in principal amount sufficient to take action on the business for the transaction of Securities which such meeting was called shall be sufficient for constitute a quorum. Any meeting of Securityholders duly called pursuant to , but, if less than a quorum is present, the provisions of Section 10.02 person or Section 10.03 may be adjourned from time to time by vote of the Holders of persons holding or representing a majority in aggregate principal amount of the Securities represented at the meeting may adjourn such meeting with the same effect for all intents and entitled to votepurposes, and the meeting may be held as so adjourned without further noticethough 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 SecurityholdersHolders, 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 shall 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 Persons who are Holders of Securities at the record date and time so fixed, or their proxies, shall will be entitled to vote at such meeting whether or not they shall will be such Holders at the time of the meeting. The Trustee shallwill, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall will have been called by the Company Issuer or by Securityholders Holders as provided in Section 10.03, in which case the Company Issuer or the Securityholders Holders calling the meeting, as the case may be, shall will in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall will be elected by vote of the Holders of a majority in principal amount at maturity of the Securities represented at the meeting and entitled to vote. At any meeting each Securityholder Holder or proxy shall will, subject to the provisions of Section 10.04 hereof, be entitled to one vote for each $1,000 principal amount at maturity of Securities held or represented by himhim or her; PROVIDED, HOWEVER, that no vote shall 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 shall 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 person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorumHolders. Any meeting of Securityholders 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 at maturity 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 provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of SecurityholdersHolders of Securities of a particular series, in regard to proof of the holding of Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatedeem necessary. Such regulations may fix a record date and time for determining Except as otherwise permitted or required by any such regulations, the Holders of record holding of Securities entitled to vote at of such meeting, in which case those and only those persons who are Holders of Securities at the record date and time so fixed, or their proxies, series shall be entitled to vote at such meeting whether or not they proved in the manner specified in Section 8.02 and the appointment of any proxy shall be such Holders at proved in the time of the meetingmanner specified in Section 8.02. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Holders as provided 57 66 in Section 10.039.03, in which case the Company or the Securityholders such Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall may be elected by vote of the Holders of a majority in principal amount at Stated Maturity of Securities of the Securities particular series represented at the meeting and entitled to vote. At any Subject to the provisions of Section 8.04, at the meeting each Securityholder Holder of Securities of the particular series or proxy shall be entitled to vote shall have one vote for each $1,000 principal amount at Stated Maturity of Securities of such series held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Security of such series challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other SecurityholdersHolders of Securities of the particular series. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders Holders duly called pursuant to the provisions of Section 10.02 9.02 or Section 10.03 9.03, the presence of persons holding or persons representing Securities of the particular series in an aggregate principal amount at Stated Maturity 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 be present, the meeting may be adjourned from time to time by vote of the Holders of a majority in aggregate principal amount at Stated Maturity of the Securities of such series 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 meeting of Securityholders, 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 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 Persons who are Holders of Securities at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of with respect to the outstanding Securities held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote 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 of the meeting 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 person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons Persons holding or representing any number a majority of the principal amount of the outstanding Securities shall be sufficient for a quorum. Any meeting of 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; provided however, that, except as limited by Section 6.08 and the second paragraph of Section 9.02, any resolution with respect to any matter as to which this Indenture or the Securities require the consent of the Holders of at least 662/3% in principal amount of the outstanding Securities may be adopted at such meeting only by the affirmative vote of the Holders of at least 662/3% in principal amount of the outstanding Securities.

REGULATIONS MAY BE MADE BY TRUSTEE. CONDUCT OF THE MEETINGConduct of the Meeting; VOTING RIGHTS----------------------------------------------------------- Voting Rights; ADJOURNMENTAdjournment. -------------------------- Notwithstanding any other provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of SecurityholdersHolders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think deem 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 time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Holders as provided in Section 10.0311.4, in which case the Company or the Securityholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities Notes represented at the meeting and entitled to vote. At any meeting each Securityholder Holder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities Notes equal to the Initial Price held or represented by himsuch Holder or proxy, as the case may be; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in with respect of to any Securities Notes challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities Notes held by him such chairman or instruments in writing as aforesaid duly designating him such chairman as the person proxy to vote on behalf of other SecurityholdersHolders. At any meeting of SecurityholdersHolders, the presence (in person or by proxy) of persons Persons holding or representing any number a majority in aggregate principal amount of Securities the Notes then outstanding shall be sufficient for a quorum. Any meeting of Securityholders Holders duly called pursuant to the provisions of Section 10.02 11.3 or Section 10.03 11.4 may be adjourned from time to time by vote of the 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 of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any action by or any meeting of Securityholders, in regard to proof of the holding of Securities Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, 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 shall think appropriate. Such regulations may fix a record date and time for determining the Holders of record of Securities Debentures entitled to vote at such meeting, in which case those and only those persons Persons who are Holders of Securities Debentures at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.0310.3, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities Debentures represented at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities Debentures held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in respect of any Securities Debentures challenged as not outstanding and ruled by the chairman of the meeting to be not then outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities Debentures held by him or instruments in writing as aforesaid duly designating him as the person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders 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 Debentures 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 Indenture, the Trustee may make such reasonable reason- able regulations as it may deem advisable for any meeting of SecurityholdersDebentureholders, in regard to proof of the holding of Securities Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatefit. Such regulations may fix a record date and time for determining Except as otherwise permitted or required by any such regulations, the Holders holding 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 time so fixed, or their proxies, Debentures shall be entitled to vote at such meeting whether or not they proved in the manner specified in Section 9.02, and the appointment of any proxy shall be such Holders at proved in the time manner specified in said Section 9.02 or by having the signature of the meetingperson executing the proxy witnessed or guaranteed by any bank, banker or trust company. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Debentureholders as provided in Section 10.03, in which case the Company or the Securityholders Debentureholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders holders of a majority in principal amount of the Securities Debentures represented at the meeting and entitled to vote. At Subject to the provisions of Section 9.04, at any meeting each Securityholder Debentureholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities Debentures held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Debenture challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities Debentures held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorumDebentureholders. Any meeting of Securityholders debentureholders 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 votetime, and the meeting may be held as so adjourned without further notice. At any meeting of debentureholders, the presence of persons holding or representing Debentures in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Debentures represented at the meeting may adjourn such meeting with the same effect 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 meeting of SecurityholdersHolders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think deem 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 time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Holders as provided in Section 10.0312.4, in which case the Company or the Securityholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities Notes represented at the meeting and entitled to vote. At any meeting each Securityholder Holder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities Notes held or represented by himsuch Holder or proxy, as the case may be; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in with respect of to any Securities Notes challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities Notes held by him such chairman or instruments in writing as aforesaid duly designating him such chairman as the person proxy to vote on behalf of other SecurityholdersHolders. At any meeting of SecurityholdersHolders, the presence (in person or by proxy) of persons Persons holding or representing any number a majority in aggregate principal amount of Securities the Notes then outstanding shall be sufficient for a quorum. Any meeting of Securityholders Holders duly called pursuant to the provisions of Section 10.02 12.3 or Section 10.03 12.4 may be adjourned from time to time by vote of the 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 of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, 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 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 time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote 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 of the meeting shall 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 person to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders 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. SECTION 10.06.

REGULATIONS MAY BE MADE BY TRUSTEE. CONDUCT OF THE MEETING; VOTING RIGHTS; ADJOURNMENT. Notwithstanding any other provision provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of SecurityholdersHolders of Securities of a particular series, in regard to proof of the holding of Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatedeem necessary. Such regulations may fix a record date and time for determining Except as otherwise permitted or required by any such regulations, the Holders of record holding of Securities entitled to vote at of such meeting, in which case those and only those persons who are Holders of Securities at the record date and time so fixed, or their proxies, series shall be entitled to vote at such meeting whether or not they proved in the manner specified in Section 8.02 and the appointment of any proxy shall be such Holders at proved in the time of the meetingmanner specified in Section 8.02. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Holders as provided in Section 10.039.03, in which case the Company or the Securityholders such Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall may be elected by vote of the Holders of a majority in principal amount of Securities of the Securities particular series then Outstanding represented at the meeting and entitled to vote. At Subject to the provisions of Section 8.04, at any meeting each Securityholder Holder of Securities of the particular series or proxy shall be entitled to vote shall have one vote for each $1,000 principal amount of Securities of such series held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Security of such series challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstanding. Outstanding The chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other SecurityholdersHolders of Securities of the particular series. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders Holders duly called pursuant to the provisions of Section 10.02 9.02 or Section 10.03 9.03 the presence of Persons holding or representing Securities of the particular series in an aggregate principal amount Outstanding 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 be present, the meeting may be adjourned from time to time by vote of the Holders of a majority in aggregate principal amount Outstanding of the Securities of such series 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 MEETINGConduct of the -------------------------------------------------- Meeting; VOTING RIGHTSVoting Rights; ADJOURNMENTAdjournment. ----------------------------------- 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 Securityholders, 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 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 time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.0311.3, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote 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 then outstanding. The chairman of the meeting shall 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 person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders duly called pursuant to the provisions of Section 10.02 11.2 or Section 10.03 11.3 may be adjourned from time to time by vote of the Holder or Holders of a majority in aggregate principal amount of the Securities 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 Securityholders, 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 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 Persons who are Holders of Securities at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.0310.3, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in respect of any Securities challenged as not outstanding and ruled by the chairman of the meeting to be not then outstanding. The chairman of the meeting shall 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 person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders 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 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 meeting of Securityholders, 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 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 Persons who are Holders of Securities at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of with respect to the outstanding Securities held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote 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 of the meeting 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 person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons Persons holding or representing any number a majority of the principal amount of the outstanding Securities shall be sufficient for a quorum. Any meeting of 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.

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 meeting of SecurityholdersHolders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think deem 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 time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Holders as provided in Section 10.0312.4, in which case the Company or the Securityholders Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities Notes represented at the meeting and entitled to vote. At any meeting each Securityholder Holder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities Notes held or represented by himsuch Holder or proxy, as the case may be; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in with respect of to any Securities Notes challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities Notes held by him such chairman or instruments in writing as aforesaid duly designating him such chairman as the person proxy to vote on behalf of other SecurityholdersHolders. At any meeting of SecurityholdersHolders, the presence (in person or by proxy) of persons Persons holding or representing any number a majority in aggregate principal amount of Securities the Notes then outstanding shall be sufficient for a quorum. Any meeting of Securityholders Holders duly called pursuant to the provisions of Section 10.02 12.3 or Section 10.03 12.4 may be adjourned from time to time by vote of the 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 of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of SecurityholdersDebentureholders, in regard to proof of proving the holding of Securities Debentures and of the appointment of proxies, and in regard to of the appointment and duties of inspectors of votes, and the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatefit. Such regulations may fix a record date and time for determining Except as otherwise permitted or required by any such regulations, the Holders holding 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 time so fixed, or their proxies, Debentures shall be entitled to vote at such meeting whether or not they proved in the manner specified in Section 9.2 and the appointment of any proxy shall be such Holders at proved in the time manner specified in said Section 9.2 or by having the signature of the meetingperson executing the proxy witnessed or guaranteed by any bank, banker or trust company deemed by the Trustee to be satisfactory. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Debentureholders as provided in Section 10.0310.3, in which case the Company or the Securityholders Debentureholders calling the meeting, as the case may be, shall (in like manner manner) appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Securities Debentures represented at the meeting and entitled to vote. At Subject to the provisions of Section 9.4 and 10.4, at any meeting each Securityholder Debentureholder or proxy shall be entitled to one vote for each $SF 1,000 principal amount of Securities held or represented by himDebentures; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Debentures challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities Debentures held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other SecurityholdersDebentureholders. At any meeting of SecurityholdersDebentureholders, the presence of persons holding or representing any number Debentures in an aggregate principal amount sufficient to take action on the business for the transaction of Securities which such meeting was called shall be sufficient for constitute a quorum. Any meeting of Securityholders Debentureholders duly called pursuant to the provisions of Section 10.02 Sections 10.2 or Section 10.03 10.3 may be adjourned from time to time by the vote of the Holders of a majority in aggregate principal amount of the Securities Debentures represented at the meeting and entitled to vote, whether or not constituting a quorum, 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 Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of SecurityholdersHolders of Securities of a particular series, in regard to proof of the holding of Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatedeem necessary. Such regulations may fix a record date and time for determining Except as otherwise permitted or required by any such regulations, the Holders of record holding of Securities entitled to vote at of such meeting, in which case those and only those persons who are Holders of Securities at the record date and time so fixed, or their proxies, series shall be entitled to vote at such meeting whether or not they proved in the manner specified in Section 8.02 and the appointment of any proxy shall be such Holders at proved in the time of the meetingmanner specified in Section 8.02. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Holders as provided in Section 10.039.03, in which case the Company or the Securityholders such Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall may be elected by vote of the Holders of a majority in principal amount at Stated Maturity of Securities of the Securities particular series represented at the meeting and entitled to vote. At any Subject to the provisions of Section 8.04, at the meeting each Securityholder Holder of Securities of the particular series or proxy shall be entitled to vote shall have one vote for each $1,000 principal amount at Stated Maturity of Securities of such series held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in respect of any Securities Security of such series challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other SecurityholdersHolders of Securities of the particular series. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders Holders duly called pursuant to the provisions of Section 10.02 9.02 or Section 10.03 9.03, the presence of persons holding or persons representing Securities of the particular series in an aggregate principal amount at Stated Maturity 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 be present, the meeting may be adjourned from time to time by vote of the Holders of a majority in aggregate principal amount at Stated Maturity of the Securities of such series 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 SecurityholdersDebentureholders, in regard to proof of the holding of Securities Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, 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 shall think deem appropriate. Such regulations may fix a record date and time for determining the Holders of record of Securities Debentures entitled to vote at such meeting, in which case those and only those persons Persons who are Holders of Securities Debentures at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman and secretary of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.03Company, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a chairman and secretary. In the case of meetings called by Debentureholders as provided by Section 10.3 hereof, the Debentureholders calling the meeting shall by an instrument in writing appoint a temporary chairman. A chairman and temporary secretary with a permanent chairman and a permanent secretary of the meeting shall to be elected by vote of the Holders of a majority in aggregate principal amount of the Securities Debentures then outstanding represented at the meeting and entitled to vote. At any meeting each Securityholder Debentureholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities Debentures held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in respect of any Securities Debentures challenged as not outstanding and ruled by the chairman of the meeting to be not then outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities Debentures held by him or instruments in writing as aforesaid duly designating him as the person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorumDebentureholders. Any meeting of Securityholders holders duly called pursuant to the provisions of Section 10.02 10.2 or Section 10.03 10.3 hereof may be adjourned from time to time by vote of the Holder or Holders of a majority in aggregate principal amount of the Securities Debentures then outstanding 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 Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, 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 the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatefit. Such Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 8.2 and the appointment of any proxy shall be proved in the manner specified in said Section 8.2; 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 time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meetingsaid Section 8.2 specified. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.039.3, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the Holders meeting. Subject to the provisions of a majority in principal amount of the Securities represented Section 8.4, at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; PROVIDED, HOWEVERprovided, however, that no vote shall be cast or counted at any meeting in respect of any Securities Security challenged as not outstanding and ruled by the permanent chairman of the meeting to be not outstanding; provided, further, that each holder of Original Issue Discount Securities shall be entitled to one vote for each $1,000 amount which would be due upon acceleration of his Original Issue Discount Security on the date of the meeting. The Neither a temporary nor a permanent chairman of the meeting shall have no a right to vote other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions of Section 9.2 or 9.3 may be adjourned from time to time, and the meeting may be held so adjourned without further notice. At any meeting of Securityholders, the presence of persons holding or representing any number Securities in principal amount sufficient to take action on the business for the transaction of Securities which such meeting was called shall be sufficient for constitute a quorum. Any meeting of Securityholders duly called pursuant to , but, if less than a quorum is present, the provisions of Section 10.02 person or Section 10.03 may be adjourned from time to time by vote of the Holders of persons holding or representing a majority in aggregate principal amount of the Securities represented at the meeting may adjourn such meeting with the same effect for all intents and entitled to votepurposes, and the meeting may be held as so adjourned without further noticethough 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 Securityholders, in regard to proof of the holding of Securities Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, 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 shall think appropriate. Such regulations may fix a record date and time for determining the Holders of record of Securities Debentures entitled to vote at such meeting, in which case those and only those persons Persons who are Holders of Securities Debentures at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 10.0310.3, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a 51 majority in principal amount of the Securities Debentures represented at the meeting and entitled to vote. At any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities Debentures held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in respect of any Securities Debentures challenged as not outstanding and ruled by the chairman of the meeting to be not then outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities Debentures held by him or instruments in writing as aforesaid duly designating him as the person proxy to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders 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 Debentures 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 Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of SecurityholdersHolders of Securities of a particular series, in regard to proof of the holding of Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriatedeem necessary. Such regulations may fix a record date and time for determining Except as otherwise permitted or required by any such regulations, the Holders of record holding of Securities entitled to vote at of such meeting, in which case those and only those persons who are Holders of Securities at the record date and time so fixed, or their proxies, series shall be entitled to vote at such meeting whether or not they proved in the manner specified in Section 8.02 and the appointment of any proxy shall be such Holders at proved in the time of the meetingmanner specified in Section 8.02. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders Holders as provided in Section 10.039.03, in which case the Company or the Securityholders such Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall may be elected by vote of the Holders of a majority in principal amount of Securities of the Securities particular series then Outstanding represented at the meeting and entitled to vote. At Subject to the provisions of Section 8.04, at any meeting each Securityholder Holder of Securities of the particular series or proxy shall be entitled to vote shall have one vote for each $1,000 principal amount of Securities of such series held or represented by him; PROVIDEDprovided, HOWEVERhowever, that no vote shall be cast or counted at any meeting in respect of any Securities Security of such series challenged as not outstanding Outstanding and ruled by the chairman of the meeting to be not outstandingOutstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders. At any meeting of Securityholders, the presence of persons holding or representing any number of Securities shall be sufficient for a quorum. Any meeting of Securityholders 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.duly