SUCH
DIRECTION, CONSENT OR WAIVER, ONLY DEBENTURES WHICH A RESPONSIBLE OFFICER OF THE
TRUSTEE ACTUALLY KNOWS ARE SO OWNED SHALL BE SO DISREGARDED.
DEBENTURES SO
OWNED WHICH HAVE BEEN PLEDGED IN GOOD FAITH MAY BE REGARDED AS OUTSTANDING FOR
THE PURPOSES OF THIS SECTION 7.4 IF THE PLEDGEE SHALL ESTABLISH TO THE
SATISFACTION OF THE TRUSTEE THE PLEDGEE'S RIGHT TO VOTE SUCH DEBENTURES AND THAT
THE PLEDGEE IS NOT THE COMPANY OR ANY SUCH OTHER OBLIGOR OR PERSON DIRECTLY OR
INDIRECTLY CONTROLLING OR CONTROLLED BY OR UNDER DIRECT OR INDIRECT COMMON
CONTROL WITH THE COMPANY OR ANY SUCH OTHER OBLIGOR.
IN THE CASE OF A DISPUTE AS
TO SUCH RIGHT, ANY DECISION BY THE TRUSTEE TAKEN UPON THE ADVICE OF COUNSEL
SHALL BE FULL PROTECTION TO THE TRUSTEE.
SECTION 7.5.
REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. AT ANY TIME
PRIOR TO (BUT NOT AFTER) THE EVIDENCING TO THE TRUSTEE, AS PROVIDED IN
SECTION 7.1, OF THE TAKING OF ANY ACTION BY THE HOLDERS OF THE PERCENTAGE IN
AGGREGATE PRINCIPAL AMOUNT OF THE DEBENTURES SPECIFIED IN THIS INDENTURE IN
CONNECTION WITH SUCH ACTION, ANY HOLDER (IN CASES WHERE NO RECORD DATE HAS BEEN
SET PURSUANT TO SECTION 7.1) OR ANY HOLDER AS OF AN APPLICABLE RECORD DATE (IN
CASES WHERE A RECORD DATE HAS BEEN SET PURSUANT TO SECTION 7.1) OF A DEBENTURE
(OR ANY DEBENTURE ISSUED IN WHOLE OR IN PART IN EXCHANGE OR SUBSTITUTION
THEREFOR) THE SERIAL NUMBER OF WHICH IS SHOWN BY THE EVIDENCE TO BE INCLUDED IN
THE DEBENTURES THE HOLDERS OF WHICH HAVE CONSENTED TO SUCH ACTION MAY, BY FILING
WRITTEN NOTICE WITH THE TRUSTEE AT THE PRINCIPAL OFFICE OF THE TRUSTEE AND UPON
PROOF OF HOLDING AS PROVIDED IN SECTION 7.2, REVOKE SUCH ACTION SO FAR AS
CONCERNS SUCH DEBENTURE (OR SO FAR AS CONCERNS THE PRINCIPAL AMOUNT REPRESENTED
BY ANY EXCHANGED OR SUBSTITUTED DEBENTURE).
EXCEPT AS AFORESAID ANY SUCH ACTION
TAKEN BY THE HOLDER OF ANY DEBENTURE SHALL BE CONCLUSIVE AND BINDING UPON SUCH
HOLDER AND UPON ALL FUTURE HOLDERS AND OWNERS OF SUCH DEBENTURE, AND OF ANY
DEBENTURE ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR OR ON REGISTRATION OF
TRANSFER THEREOF, IRRESPECTIVE OF WHETHER OR NOT ANY NOTATION IN REGARD THERETO
IS MADE UPON SUCH DEBENTURE OR ANY DEBENTURE ISSUED IN EXCHANGE OR SUBSTITUTION
THEREFOR.
ARTICLE VIII.
SECURITYHOLDERS' MEETINGS
SECTION 8.1.
PURPOSES OF MEETINGS. A MEETING OF SECURITYHOLDERS MAY BE
CALLED AT ANY TIME AND FROM TIME TO TIME PURSUANT TO THE PROVISIONS OF THIS
ARTICLE VIII FOR ANY OF THE FOLLOWING PURPOSES:
(A)
TO GIVE ANY NOTICE TO THE COMPANY OR TO THE TRUSTEE, OR TO GIVE
ANY DIRECTIONS TO THE TRUSTEE, OR TO CONSENT TO THE WAIVING OF ANY DEFAULT
HEREUNDER AND ITS CONSEQUENCES, OR TO TAKE ANY OTHER ACTION AUTHORIZED TO BE
TAKEN BY SECURITYHOLDERS PURSUANT TO ANY OF THE PROVISIONS OF ARTICLE V;
(B)
TO REMOVE THE TRUSTEE AND NOMINATE A SUCCESSOR TRUSTEE PURSUANT TO
THE PROVISIONS OF ARTICLE VI;
(C)
TO CONSENT TO THE EXECUTION OF AN INDENTURE OR