Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all Events of Default under this Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02.

Acceleration; Rescission and Annulment. In case If one or more Events of Default (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company (and not with respect to a Significant Subsidiary)) shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries)case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but Company (and not any of its with respect to a Significant Subsidiaries Subsidiary) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Issuer or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Outstanding, determined in accordance with Section 8.047.04 of the Base Indenture, or the Trustee by notice in writing to the Company Issuer (and to the Trustee if given by Holders), may may, subject to the provisions of the Indenture, declare 100% of the principal of, and accrued and unpaid interest, if any, on, on all the Outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Issuer or any of its Significant Subsidiaries Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Outstanding Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company Issuer shall pay or deliver, as the case may be, or shall deposit with the Trustee Trustee, as applicable, an amount of cash and/or shares of Common Stock (or other Reference Property) sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted NotesNotes that had been converted, and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal andon overdue installments of accrued and unpaid interest, to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime plus one percent) and such amounts due to the Trustee pursuant to Section 7.066.06 of the Base Indenture, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.096.10, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingOutstanding, by written notice to the Company Issuer and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given may, and the Trustee at the request of such Holders accompanied by Holders)security and/or indemnity reasonably satisfactory to the Trustee shall, may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, interest on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any action on the part of the Trustee. This provisionIf an Event of Default occurs and is continuing, all agents of the Company appointed under this Indenture will be required to act on the direction of the Trustee. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in per annum borne by the Notes to the date of such payment or depositplus one percent) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Company or a Significant SubsidiariesSubsidiary), unless the principal of all of the Notes Securities shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by the Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the unpaid principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained Securities to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Company or a Significant Subsidiaries Subsidiary occurs and is continuing, the then all unpaid principal ofamounts, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared become due and payable, and before without any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with action by the Trustee an amount or any Holder of cash and/or shares of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all Events of Default under this Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Securities.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuingoccurs, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any declaration or other act of the Holders or any act on the part of the Trustee. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime, plus one percent) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (including PIK Notes), by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the CompanyGuarantors, but not any of its the Company or a Significant SubsidiariesSubsidiary), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and any accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the CompanyGuarantors, but not any of its the Company or a Significant Subsidiaries Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of any accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of accrued and unpaid interest, and on such principal at the rate or rates, if any, specified in borne by the Notes at such time to the date of extent such payment or depositinterest is permitted by law) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority the Specified Percentage in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliverdeliver or cause to be delivered, as the case may be, the consideration due upon conversion exchange of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j5.02(h) or Section 6.01(k5.02(i) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.042.09 of the Base Indenture, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j5.02(h) or Section 6.01(k5.02(i) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable immediately. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of plus one percent at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.067.07 of the Base Indenture, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.095.10, and (3) all amounts owing to the Trustee shall have been paid, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but Company (and not solely with respect to any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but Company (and not solely with respect to any of its Significant Subsidiaries Subsidiaries) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase purchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of of, and accrued and unpaid Special Interest, if any, on, all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and any accrued and unpaid interestSpecial Interest and interest payable pursuant to Section 2.03(c), if any, on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interestSpecial Interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid Special Interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest Special Interest, if any, on, any Notes, (ii) a failure to repurchase or redeem any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiariessubsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and any accrued and unpaid interestinterest on, and any fees, penalties or premium, if any, on, on all the Notes to be due and payable immediately, including the Interest Make-Whole Payment (which, up until the first anniversary of the Issue Date, shall be payable solely in cash, and thereafter, at the election of the Company, shall be payable in cash or Common Stock), and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, and any fees, penalties or premium, if any, onon all the Notes to be due and payable immediately, including the Interest Make-Whole Payment (which, up until the first anniversary of the Issue Date, shall be payable solely in cash, and thereafter, at the election of the Company, shall be payable in cash or Common Stock), on all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionTHE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE AMOUNTS SET FORTH IN THIS SECTION 6.02 IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the amounts set forth in this Section 6.02 are reasonable and the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) such amounts shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Company and the Holders giving specific consideration in this transaction for such agreement to pay such amount; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of any accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of any accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interestsuch principal, in each case, at the then-applicable interest rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Change of Control Repurchase Price, if applicable) of, or any accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, premium, if any and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionIf the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or during the continuance of an Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i) or Section 6.01(j)), then the amount that becomes due and payable shall include (in addition to the other amounts described in the immediately-preceding sentence) a premium equal to the Redemption Premium calculated as of the date of such acceleration or date the Notes become due prior to the Maturity Date, determined as if such acceleration or due date were a Redemption Date pursuant to a Make-Whole Redemption of the Notes under Section 16.01(c) on the date of such acceleration or due date (regardless of whether any Make-Whole Redemption would otherwise be prohibited under Section 16.01(c) as of such acceleration or due date, including, without limitation, pursuant to Section 16.04(a) or Section 16.04(b)); provided, however, that (i) solely for purposes of calculating such premium, the “Notes to be redeemed” as that term is used in the definition of Redemption Premium shall not include any Notes previously called for redemption prior to the date of such acceleration or the date the Notes became due prior to the Maturity Date, and (ii) for the avoidance of doubt, no Holder shall be entitled to the Redemption Premium on such Notes that were previously called for redemption prior to such applicable date. Any Redemption Premium (including any Redemption Premium due as a result of the immediately-preceding sentence) shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the amount of such Redemption Premium) from and after the applicable triggering event. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of any accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notespremium, and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of any accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interestsuch principal, in each case, at the then-applicable interest rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of of, premium, and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, premium, or any accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes (including, without limitation, any Interest Make-Whole Payment). Except as specifically provided for in this Indenture, each Holder has the right to maintain its investment in the Notes free from redemption or (iv) a breach repayment by the Company and the provision for payment of a covenant Redemption Premium in the first paragraph of this Section 6.02 by the Company in the event that canthe Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or following an Event of Default is intended to provide compensation for the deprivation of such right under such circumstances. Without limiting the generality of the foregoing, it is understood and agreed that, if the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or during the continuance of an Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i) or Section 6.01(j)), the Redemption Premium with respect to a Make-Whole Redemption of the Notes under Section 16.01(c) (regardless of whether any Make-Whole Redemption would otherwise be modified prohibited under Section 16.01(c) as of such acceleration or amended due date, including, without the consent of each Holder limitation, pursuant to Section 10.0216.04) as provided in the first paragraph of this Section 6.02 will also be due and payable and shall constitute part of the Obligations with respect to the Notes to the extent provided in such paragraph, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Company and the Holders to a reasonable calculation of each Holder’s lost profits and damages as the result thereof. Any such Redemption Premium shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption or repayment, and the Company agrees that it is reasonable under the circumstances currently existing. Such Redemption Premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether or not by the power of judicial proceeding), deed in lieu of foreclosure, court order or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAWS THAT PROHIBITS THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Redemption Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Premium shall be payable notwithstanding the then-prevailing market rates at the time redemption or repayment is made; (C) no portion of the Redemption Premium represents “unmatured interest” within the meaning of 11 U.S.C. §502(b)(2); (D) there has been a course of conduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the Redemption Premium; and (E) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Redemption Premium to Holders as herein described is a material inducement to Holders to purchase, exchange into, or otherwise accept the Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionUpon the acceleration of the Notes in connection with an Event of Default (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), an amount equal to the optional redemption premium that would have been payable in connection with an optional redemption of the Notes at the time of the occurrence of such acceleration will become and be immediately due and payable with respect to all Notes without any declaration or other act on the part of the Trustee or any Holders of the Notes and shall constitute part of the Notes Obligations in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. If the premium becomes due and payable pursuant to the preceding sentence, the premium shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including such premium) from and after the applicable triggering event. Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages sustained by each Holder as the result of the acceleration of the Notes and the Company agrees that it is reasonable under the circumstances currently existing. The premium set forth in this paragraph shall also be payable in the event the Notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREMIUM PROVIDED FOR IN THIS PARAGRAPH IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium set forth in the first sentence of this paragraph is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that their agreement to pay the premium to Holders pursuant to the first sentence of this paragraph is a material inducement to Holders to acquire the Notes. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given may, and the Trustee at the request of such Holders accompanied by Holders)security and/or indemnity satisfactory to the Trustee and otherwise subject to the limitations set forth in this Indenture, may shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, notwithstanding anything contained in this Indenture or in the Notes contained to the contrary notwithstandingcontrary. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, interest on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any action on the part of the Trustee. This provisionIf an Event of Default occurs and is continuing, all agents of the Company appointed under this Indenture will be required to act on the direction of the Trustee. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum in immediately available funds sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in per annum borne by the Notes to the date of such payment or depositplus one percent) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul any such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant SubsidiariesSubsidiaries and subject to Section 6.03), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries Subsidiaries, occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all Events of Default under this Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02.

Acceleration; Rescission and Annulment. In case If one or more Events of Default (other than an Event of Default specified in Section 6.01(k) or Section 6.01(l) with respect to the Issuer or a Significant Subsidiary) shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries)case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04outstanding, by notice in writing to the Company Issuer (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interestpremium, if any, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(k) or Section 6.01(k6.01(l) with respect to the Company, but Issuer (and not any of its with respect to a Significant Subsidiaries Subsidiary) occurs and is continuing, 100% of the principal of, and premium, if any, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and premium, if any, and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.096.08, then and in every such case (except as provided in the immediately succeeding sentence) the Required Holders of a majority in aggregate principal amount of the Notes then outstanding(including, without limitation, additional Notes), by written notice to the Company Issuer and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or premium, if any, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes. Notwithstanding anything to the contrary in this Indenture or the Notes, if the Notes are accelerated or otherwise become due prior to their stated maturity, in each case as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(k) or Section 6.01(l) (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law)), the amount that shall then be due and payable shall be equal to: (x) 100% of the principal amount of the Notes then outstanding plus the Applicable Premium in effect on the date of such acceleration plus (y) accrued and unpaid interest to, but excluding, the date of such acceleration, in each case as if such acceleration were an optional redemption of the Notes so accelerated. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(k) or Section 6.01(l) (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law)), the Applicable Premium with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. If the Applicable Premium becomes due and payable, it shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the Applicable Premium) from and after the applicable triggering event, including in connection with an Event of Default specified in Section 6.01(k) or Section 6.01(l). Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages sustained by each Holder as the result of the acceleration of the Notes and the Issuer agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (ivTO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then-prevailing market rates at the time acceleration occurs; (C) there has been a breach course of conduct between the Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium to the Holders as herein described is a covenant that cannot be modified or amended without material inducement to the consent of each Holder pursuant Holders to Section 10.02purchase the Notes. THE PREMIUM IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EACH ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PREMIUM AMOUNT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant SubsidiariesSubsidiaries or any Guarantor), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest(including the Redemption Price, if any, on, applicable and the Make-Whole Amount) of all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payablepayable in cash, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries or any Guarantor occurs and is continuing, 100% of the principal of, (including the Redemption Price and accrued and unpaid interestthe Make-Whole Amount, if any, on, applicable) of all Notes shall become and shall automatically be automatically and immediately due and payablepayable in cash. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal (including the Redemption Price, if applicable and the Make-Whole Amount) of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of interest upon all the Notesprincipal (including the Redemption Price, all amounts of consideration due upon the conversion of any and all converted Notes, if applicable and the principal Make-Whole Amount) of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.067.07, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal (including the Redemption Price, if applicable and the Make-Whole Amount) of Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.096.08, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of(including the Redemption Price, if applicable and the Make-Whole Amount) of any Notes or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company or, if applicable, the Guarantor shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of such payment or depositNotes) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, Notes or (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee at the request of such Holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime, plus one percent) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default (a) If there shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than occur an Event of Default specified in under Section 6.01(j, (b), (c), (f), (g), (h), (i), (j), (k), (l), (m) or Section 6.01(k(n) with respect above which shall not have been waived by the Holder in writing, the Holder may, by notice to the Company, but not any declare the unpaid principal amount of its Significant Subsidiaries), unless the principal of and accrued interest on this Debenture and interest accrued thereon and all liabilities of the Notes shall have already become Company hereunder to be forthwith due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (; and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to there shall be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in under Section 6.01(j) or Section 6.01(k) with respect above, then the unpaid principal amount of and accrued interest on this Debenture and all liabilities of the Company hereunder to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes Holder shall be become automatically and immediately forthwith due and payable. This provision; and, howeverin each case, is subject to the condition that ifsame shall thereupon become due and payable without presentment, at demand, protest or notice of any kind, all of which are hereby expressly waived. (b) At any time after the principal such a declaration of the Notes shall have acceleration has been so declared due and payable, made and before any a judgment or decree for the payment of the moneys money due shall have has been obtained (or entered as hereinafter provided, the Company before this Debenture shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all be converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06hereof by the Holder), and if any and all Events of Default under this Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingHolder, by written notice to the Company and to the TrusteeCompany, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and consequences. No such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything . (c) The Holder shall not be deemed to have actual knowledge of an Event of Default until such Holder has been notified in writing thereof by the contrary herein, no such waiver or rescission and annulment shall extend Company (the Company hereby agreeing to or shall affect notify the Holder in writing promptly upon becoming aware of any Default (as defined in Section of this Debenture) or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Default).

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Issuer or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.047.04 of the Base Indenture, by notice in writing to the Company Issuer (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Issuer or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys such monies due shall have been obtained or entered as hereinafter provided, the Company Issuer shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of plus one percent (1%) at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all Events 6.06 of Default under this the Base Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company Issuer and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture so long as (1) such rescission, annulment and/or waiver would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.06, then and in every such case (except as provided in the immediately succeeding sentence); but provided that no such waiver or waiver, rescission and and/or annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or waiver, rescission and and/or annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, Notes or (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due (or deemed to be due) upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, 8.04 by notice in writing to the Company (and to the Trustee, may, and the Trustee if given by Holders)at the request of such Holders shall, may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon on overdue installments of accrued and unpaid interest and on such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, Notes or (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration cash due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the aggregate principal amount of, and any accrued and unpaid interest, if any, interest that has not been paid on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, an amount in cash per $1,000 principal amount of Notes equal to the greater of (x) $1,000, plus any accrued interest that has not been paid on such principal ofamount and (y) the amount to be received by holders of Common Stock in such event per share multiplied by the Conversion Rate on the date such Event of Default, as determined in good faith by the Board of Directors, shall become and accrued and unpaid interest, if any, on, all Notes shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued interest that has not been paid upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued interest that has not been paid to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to at such time, plus two (2) percent, from the due date of such payment or depositthereof) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued interest that has not been paid , if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.096.08, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest that has not been paid on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Company or any of its Significant SubsidiariesSubsidiary), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Outstanding determined in accordance with Section 8.048.04 of the Base Indenture, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Company or any of its Significant Subsidiaries Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.067.06 of the Base Indenture, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.096.10, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingOutstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase or redeem any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j‎Section 6.02(i) or Section 6.01(k‎Section 6.02(j) with respect to the Company, but not Issuer or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Outstanding, determined in accordance with Section 8.047.04 of the Base Indenture, or the Trustee by notice in writing to the Company Issuer (and to the Trustee if given by Holders), may may, subject to the provisions of the Indenture, declare 100% of the principal of, and accrued and unpaid interest, if any, on, on all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j‎Section 6.02(i) or Section 6.01(k‎Section 6.02(j) with respect to the Company, but not Issuer or any of its Significant Subsidiaries Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company Issuer shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime plus one percent) and such amounts due to the Trustee pursuant to Section 7.066.06 of the Base Indenture, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09‎Section 6.10, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingOutstanding, by written notice to the Company Issuer and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(i), Section 6.01(j) or Section 6.01(k6.01(p) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, premium, if any and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i), Section 6.01(j) or Section 6.01(k6.01(p) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionIf the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or during the continuance of an Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i), Section 6.01(j) or Section 6.01(p)), then the amount that becomes due and payable shall include (in addition to the other amounts described in the immediately-preceding sentence) a premium equal to the Redemption Premium calculated as of the date of such acceleration or date the Notes become due prior to the Maturity Date, determined as if such acceleration or due date were a Redemption Date pursuant to a Make-Whole Redemption of the Notes under Section 16.01(c) on the date of such acceleration or due date (regardless of whether any Make-Whole Redemption would otherwise be prohibited under Section 16.01(c) as of such acceleration or due date, including, without limitation, pursuant to Section 16.04(a) or Section 16.04(b)); provided, however, that (i) solely for purposes of calculating such premium, the “Notes to be redeemed” as that term is used in the definition of Redemption Premium shall not include any Notes previously called for redemption prior to the date of such acceleration or the date the Notes became due prior to the Maturity Date, and (ii) for the avoidance of doubt, no Holder shall be entitled to the Redemption Premium on such Notes that were previously called for redemption prior to such applicable date. Any Redemption Premium (including any Redemption Premium due as a result of the immediately-preceding sentence) shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the amount of such Redemption Premium) from and after the applicable triggering event. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of any accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notespremium, and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of any accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interestsuch principal, in each case, at the then applicable interest rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of of, premium, and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingRequisite Holders, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, premium, or any accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes (including, without limitation, any Interest Make-Whole Payment). Except as specifically provided for in this Indenture, each Holder has the right to maintain its investment in the Notes free from redemption or (iv) a breach repayment by the Company and the provision for payment of a covenant Redemption Premium in the first paragraph of this Section 6.02 by the Company in the event that canthe Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or following an Event of Default is intended to provide compensation for the deprivation of such right under such circumstances. Without limiting the generality of the foregoing, it is understood and agreed that, if the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or during the continuance of an Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i), Section 6.01(j) or Section 6.01(p)), the Redemption Premium with respect to a Make-Whole Redemption of the Notes under Section 16.01(c) (regardless of whether any Make-Whole Redemption would otherwise be modified prohibited under Section 16.01(c) as of such acceleration or amended due date, including, without the consent of each Holder limitation, pursuant to Section 10.0216.04) as provided in the first paragraph of this Section 6.02 will also be due and payable and shall constitute part of the Obligations with respect to the Notes to the extent provided in such paragraph, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Company and the Holders to a reasonable calculation of each Holder’s lost profits and damages as the result thereof. Any such Redemption Premium shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption or repayment, and the Company agrees that it is reasonable under the circumstances currently existing. Such Redemption Premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether or not by the power of judicial proceeding), deed in lieu of foreclosure, court order or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAWS THAT PROHIBITS THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Redemption Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Premium shall be payable notwithstanding the then-prevailing market rates at the time redemption or repayment is made; (C) no portion of the Redemption Premium represents “unmatured interest” within the meaning of 11 U.S.C. §502(b)(2); (D) there has been a course of conduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the Redemption Premium; and (E) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Redemption Premium to Holders as herein described is a material inducement to Holders to purchase, exchange into, or otherwise accept the Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j5.01(i) or Section 6.01(k5.01(j) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04outstanding, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j5.01(i) or Section 6.01(k5.01(j) with respect to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock (or other Reference Property) sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.066.06 of the Base Indenture, and if any and all Events of Default under this the Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.095.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary hereinin the Indenture, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.026.02.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interestSpecial Interest, if any, on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interestSpecial Interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid Special Interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest Special Interest, if any, on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Outstanding determined in accordance with Section 8.048.04 of the Base Indenture, by notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee, at the direction of such Holders, shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.067.06 of the Base Indenture, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.096.10, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingOutstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of such payment or depositNotes) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all existing and past Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any continuing Default or Event of Default resulting from relating to (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, Notes or (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j‎Section 6.02(i) or Section 6.01(k‎Section 6.02(j) with respect to the Company, but not Company or any of its Significant SubsidiariesSubsidiary), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Outstanding determined in accordance with Section 8.048.04 of the Base Indenture, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j‎Section 6.02(i) or Section 6.01(k‎Section 6.02(j) with respect to the Company, but not Company or any of its Significant Subsidiaries Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime plus one percent) and such amounts due to the Trustee pursuant to Section 7.067.06 of the Base Indenture, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09‎Section 6.10, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingOutstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given may, at its sole discretion and without further notice, and the Trustee at the request of such Holders accompanied by Holders)security, may pre-funding and/or indemnity satisfactory to the Trustee and otherwise subject to the limitations set forth in this Indenture, shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payablepayable without any further action on part of the Trustee, notwithstanding anything contained in this Indenture or in the Notes contained to the contrary notwithstandingcontrary. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, interest on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any action on the part of the Trustee. This provisionIf an Event of Default occurs and is continuing, the Agents and any other agents of the Company appointed under this Indenture will be required to act on the direction of the Trustee. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum in immediately available funds sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in per annum borne by the Notes to the date of at such payment or deposittime plus one percent) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured pursuant to Section 6.01 or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in more than 50% of the aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its the Significant SubsidiariesSubsidiaries of the Guarantor), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its the Significant Subsidiaries of the Guarantor occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, Notes or (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion exchange of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such a) If an Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due Company or SunEdison) occurs and payableis continuing, either the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, Outstanding by written notice in writing to the Company (and to the Trustee if given by Holders)Trustee, may declare 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on, on all the Notes then Outstanding to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the CompanyCompany or SunEdison occurs, but not 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all Notes shall automatically become immediately due and payable. (b) Notwithstanding anything to the contrary in Section 6.02(a), Section 6.04 or any other provision of its Significant Subsidiaries occurs and is continuingthis Indenture, if, at any time after the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payablepayable in accordance with Section 6.02(a), and before any judgment or decree of a court of competent jurisdiction for the payment of the moneys monies due shall have been obtained or entered as hereinafter providedobtained, and each of the conditions set forth in the immediately following clauses (i), (ii) and (iii) is satisfied: (i) the Company shall pay delivers or deliver, as the case may be, or shall deposit deposits with the Trustee an the amount of cash and/or shares of Common Stock sufficient to pay all matured installments of principal and interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and accrued and unpaid interest, if any, on all Notes which shall have become due otherwise than by acceleration (with interest upon on such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) ), and such amounts due amount as shall be sufficient to pay the Trustee pursuant to Section 7.06and the Collateral Agent its reasonable compensation and reimburse the Trustee and the Collateral Agent for its reasonable expenses, disbursements and if advances (including the fees and expenses of its agents and counsel); (ii) rescission and annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and (iii) any and all Events of Default under this Indenture, other than the nonpayment non-payment of the principal of the Notes which shall have become that became due by because of the acceleration, shall have been cured, waived, waived or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) herein, then, the Holders of a majority in of the aggregate principal amount of the Notes then outstandingOutstanding, by written notice to the Company and to the Trustee, may waive all Defaults or and Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such (except for any Default shall cease to exist, and any or Event of Default arising therefrom shall be deemed from (a) the Company’s failure to have been cured for every purpose pay principal (including the Fundamental Change Purchase Price) of, or any interest on, any Notes), (b) the Company’s failure to deliver the Common Stock (or other Reference Property) due upon exchange of any Note (including the Additional Shares and any cash in lieu of any fractional share) within the applicable time period set forth under Section 4.03(a) or (c) the Company’s failure to comply with any provision of this IndentureIndenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (except for any Default or Event of Default arising from (x) the Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or any interest on, any Notes), (y) the Company’s failure to deliver the Common Stock (or other Reference Property) due upon exchange of any Note (including the Additional Shares and any cash in lieu of any fractional share) within the applicable time period set forth under Section 4.03(a) or (z) the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and their consequences; but provided that no such waiver rescission or rescission and annulment shall will extend to or shall will affect any subsequent Default or Event of Default, Default or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no on such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Default.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(l) or Section 6.01(k6.01(m) with respect to the Company, but Company (and not any of its with respect to a Significant SubsidiariesSubsidiary) and subject to Section 6.03), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee, at the request of such Holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(l) or Section 6.01(k6.01(m) with respect to the Company, but Company (and not any of its with respect to a Significant Subsidiaries Subsidiary) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall be become automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of accrued and unpaid interest, and on such principal at the rate or rates, if any, specified in borne by the Notes to the date of such payment or depositNotes) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or waived or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon on conversion of the Notes. Notwithstanding anything in this Indenture or in the Notes to the contrary, if the Fundamental Change Repurchase Condition has been satisfied prior to such date, the Company may elect to cure an Event of Default specified in Section 6.01(g) by offering to purchase the outstanding Notes pursuant to Article 15 as if the occurrence of such Event of Default were an occurrence of a Fundamental Change. To make this election, the Company must send a notice setting out the terms of the purchase offer within a 20 Business Day grace period after the occurrence of such Event of Default, which notice shall be deemed a Fundamental Change Repurchase Notice for the purposes of the Fundamental Change offer. During such 20 Business Day grace period, Holders and the Trustee may not exercise any remedies or institute enforcement proceedings with respect to the Notes or the Indenture (ivor the related obligations) a breach arising from the occurrence of a covenant that cannot be modified such Event of Default, including, without limitation, acceleration of the Notes, or amended without institute any insolvency proceedings with respect to the consent Company or any of each Holder pursuant to Section 10.02its Subsidiaries.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and any accrued and unpaid interest, if any, Special Interest on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and any accrued and unpaid interestSpecial Interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of interest any accrued and unpaid Special Interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of any accrued and unpaid Special Interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interestsuch principal (only and to the extent any Special Interest is then payable), in each case, at the rate or rates, if any, specified in the Notes to the date of such payment or depositthen-applicable Special Interest rate) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid Special Interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company (and not solely with respect to any of its Significant Subsidiaries)), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company (and not solely with respect to any of its Significant Subsidiaries Subsidiaries) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of accrued and unpaid interest, and on such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase purchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company and not any of its solely with respect to one or more Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company (and not any of its solely with respect to one or more Significant Subsidiaries Subsidiaries) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of such payment or depositNotes) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, Notes or (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant SubsidiariesSubsidiary), unless the principal of all of the Notes shall have already become due and payable, either the Trustee by written notice to the Company may, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders)may, may in each case, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any action on the part of the Trustee. This provisionIf an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notesexisting Events of Default under the Indenture (including, and for the principal avoidance of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal anddoubt, the failure to the extent that payment of such interest is enforceable under applicable law, on overdue installments of pay interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) due and such amounts due to the Trustee pursuant to Section 7.06, and if payable on any and all Events of Default under this IndentureDefaulted Amounts), other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02.

Acceleration; Rescission and Annulment. In case one or more Events (a) After the occurrence and during the continuance of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) Default, the Requisite Purchasers or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries), unless Principal Purchaser at the principal of all direction of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), Requisite Purchasers may declare 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes then Outstanding to be due and payable immediately. If an Event of Default specified in Section ‎8.1(g) or Section ‎8.1(h) with respect to the Company occurs and is continuing, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all Notes shall automatically become due and payable. (b) Notwithstanding anything to the contrary herein, the provisions of Section ‎8.2(a), however, are subject to the conditions that if, at any time after the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained as herein provided: (i) rescission would not conflict with any judgment or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration competent jurisdiction; and (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or depositii) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all Events of Default under this IndentureAgreement, other than the nonpayment non-payment of the principal of the Notes which shall have become that became due by because of the acceleration, shall have been cured, waived, waived or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in herein, then, the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingRequisite Purchasers, by written notice to the Company and to the TrusteeCompany, may waive all Defaults or defaults and Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver (other than a default or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or an Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when requiredpay the Fundamental Change Purchase Price or Redemption Price, (iii) a failure to pay or deliver, as the case may be, the consideration number of Common Shares due upon conversion of a Note, or with respect to another covenant or provision of this Agreement or the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant affected Holder) and may rescind and annul the declaration of acceleration resulting from such defaults or Events of Default (other than those resulting from the failure to Section 10.02pay the Fundamental Change Purchase Price or Redemption Price, to pay or deliver, as the case may be, the number of Common Shares due upon conversion of a Note, or with respect to another covenant or provision of this Agreement or the Notes that cannot be modified or amended without the consent of each affected Holder) and their consequences; provided, however, that no such rescission or annulment will extent to or will affect any subsequent default or shall impair any right consequent on such default.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given in writing by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee (acting in any capacity hereunder) pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j4.02(i) or Section 6.01(k4.02(j) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.0410.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j4.02(i) or Section 6.01(k4.02(j) with respect to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.066.06 of the Base Indenture, and if any and all Events of Default under this the Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.094.10, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.027.03.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, provided the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the any continuing defaults relating to nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and any accrued and unpaid interest, if any, Special Interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interestSpecial Interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of interest any accrued and unpaid Special Interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of any accrued and unpaid Special Interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, at the rate or rates, if any, specified in the Notes such principal (only and to the date of such payment or depositextent any Special Interest is then payable), in each case, as the then-applicable Special Interest Rate) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid Special Interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company (and not solely with respect to any of its Significant Subsidiaries)), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, on all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company (and not solely with respect to any of its Significant Subsidiaries Subsidiaries) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Outstanding determined in accordance with Section 8.048.04 of the Base Indenture, by notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee, at the direction of such Holders, shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.067.06 of the Base Indenture, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.096.10, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingOutstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant SubsidiariesCompany and the Guarantor), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee at the request of such Holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries Company or the Guarantor occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company or the Guarantor shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, accrued and unpaid interest and on such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined (determined, for the avoidance of doubt, in accordance with Section 8.04), by written notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee, at the written request of such Holders, shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, notwithstanding anything in this Indenture or to the contrary in the Notes contained to or the contrary notwithstandingIndenture. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenturethe Indenture with respect to the Notes, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenturethe Indenture with respect to the Notes; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary hereinin the Indenture or the Notes, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration Conversion Settlement Consideration due upon conversion of the Notes or (iv) a breach of a covenant any other provision that cannot be modified or amended without requires the consent of each affected Holder pursuant to amend. Notwithstanding anything to the contrary in the Indenture or the Notes, this Section 10.026.02 shall apply to the Notes in lieu of Section 6.02 of the Base Indenture.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company (and not solely with respect to any of its Significant Subsidiaries)), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration declaration, the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company (and not solely with respect to any of its Significant Subsidiaries Subsidiaries) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of accrued and unpaid interest, and on such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such declaration of acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such a) If an Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) hereof or Section 6.01(k6.01(i) hereof with respect to the Company) occurs and is continuing, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, Outstanding by written notice in writing to the Company (and to the Trustee, may, and the Trustee if given by Holders)at the request of such Holders shall, may declare 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes then Outstanding to be due and payable immediately. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and is continuing, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all Notes shall automatically become due and payable. (b) Notwithstanding anything to the contrary herein, the provisions of Section 6.02(a), however, are subject to the conditions that if, at any time after the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, herein provided that: (i) the Company shall pay pays or deliverdelivers, as the case may be, or shall deposit deposits with the Trustee an amount of cash and/or and the number of shares of Common Stock Stock, if any (solely to settle outstanding conversions), sufficient to pay all matured installments of interest upon all the Notes, all amounts cash and shares of consideration Common Stock, if any, due upon the conversion of any and all converted Notes, and the principal of any and accrued and unpaid interest, if any, on all Notes which shall have become due otherwise than by acceleration (with interest upon on such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) ), and such amount as shall be sufficient to cover all amounts due owing under the Indenture to the Trustee pursuant to Section 7.06, and if its agents and counsel; (ii) rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iii) any and all Events of Default under this Indenture, other than the nonpayment non-payment of the principal of the Notes which shall have become that became due by because of the acceleration, shall have been cured, waived, waived or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) herein, then, the Holders of a majority in of the aggregate principal amount of the Notes then outstandingOutstanding, by written notice to the Company and to the Trustee, may waive all Defaults or and Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent (other than a Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or an Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when requiredpay the Fundamental Change Purchase Price, (iii) the Specified Date Purchase Price or the Redemption Price of a failure Note, to pay or deliver, as the case may be, the consideration amount of cash, the number of shares of Common Stock or combination of cash and shares of Common Stock, if any, as the case may be, due upon conversion of a Note, or with respect to another covenant or provision of the Notes or (iv) a breach of a covenant Indenture that cannot be modified or amended without the consent of each Holder pursuant affected Holder) and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (other than those resulting from the failure to Section 10.02pay the Fundamental Change Purchase Price, the Specified Date Purchase Price or the Redemption Price of a Note, to pay or deliver, as the case may be, the amount of cash, the number of shares of Common Stock or the combination of cash and shares of Common Stock, if any, as the case may be, due upon conversion of a Note, or with respect to another covenant or provision of the Indenture that cannot be modified or amended without the consent of each affected Holder) and their consequences; provided, that no such rescission or annulment will extent to or will affect any subsequent Default or shall impair any right consequent on such Default.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal Capitalized Principal Amount of, and accrued and unpaid interest, if any, interest that has not been paid or capitalized on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal Capitalized Principal Amount of, and accrued and unpaid interestinterest that has not been paid or capitalized, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any declaration or other act on the part of the Trustee or any Holder. This provisionNotwithstanding the foregoing, if any of the Notes have been accelerated but such payments have not been made before the date that the Company would be required to provide a Fundamental Change Company Notice for a Change in Control Transaction pursuant to Section 15.02, then the amounts due upon acceleration provided above shall be adjusted by replacing “100%” with “125%.” The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued interest that has not been paid or capitalized upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interestaccrued interest that has not been paid or capitalized, and on such principal at the rate or rates, if any, specified in Cash Interest Rate borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued interest that has not been paid or capitalized, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest that has not been paid or capitalized on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined (determined, for the avoidance of doubt, in accordance with Section 8.04), by written notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee, at the written request of such Holders, shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, notwithstanding anything in this Indenture or to the contrary in the Notes contained to or the contrary notwithstandingIndenture. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenturethe Indenture with respect to the Notes, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenturethe Indenture with respect to the Notes; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon, provided further that all amounts due to the Trustee under Section 607 of the Base Indenture have been paid. Notwithstanding anything to the contrary hereinin the Indenture or the Notes, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration Conversion Settlement Consideration due upon conversion of the Notes or (iv) a breach of a covenant any other provision that cannot be modified or amended without requires the consent of each affected Holder pursuant to amend. Notwithstanding anything to the contrary in the Indenture or the Notes, this Section 10.026.02 shall apply to the Notes in lieu of Section 502 of the Base Indenture.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given may, and the Trustee at the request of such Holders accompanied by Holders)security and/or indemnity satisfactory to the Trustee and otherwise subject to the limitations set forth in this Indenture, may shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, notwithstanding anything contained in this Indenture or in the Notes contained to the contrary notwithstandingcontrary. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, interest on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any action on the part of the Trustee. This provisionIf an Event of Default occurs and is continuing, all agents of the Company appointed under this Indenture will be required to act on the direction of the Trustee. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum in immediately available funds sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in per annum borne by the Notes to the date of such payment or depositplus one percent) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given in writing by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee (acting in any capacity hereunder) pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliverand, as the case may beif applicable, deliver the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee at the request of such Holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime, plus one percent) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company (and not any of its with respect to a Significant SubsidiariesSubsidiary)), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but Company (and not any of its with respect to a Significant Subsidiaries Subsidiary) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable (or have become immediately due and payable), and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, remedied or otherwise remedied waived pursuant to Section 6.096.09 and (3) the Company has paid to the Trustee a sum sufficient to pay for all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel incurred in connection with such Default or Event of Default, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all Events of Default under this Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and any accrued and unpaid interest, if any, Special Interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interestSpecial Interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of interest accrued and unpaid Special Interest, if any, upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal andon overdue installments of accrued and unpaid Special Interest, if any, to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the then-effective rate or ratesof Special Interest, if any, specified in the Notes to the date of extent Special Interest is then payable, at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid Special Interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company (and not with respect to a Significant Subsidiary)) shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries)case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but Company (and not any of its with respect to a Significant Subsidiaries Subsidiary) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (including, without limitation, additional Notes and PIK Notes), by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes. Notwithstanding anything to the contrary in this Indenture or the Notes, if the Notes are accelerated or otherwise become due prior to their stated maturity, in each case as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(h) or Section 6.01(i) (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law)), the amount that shall then be due and payable shall be equal to: (x) 100% of the principal amount of the Notes (including PIK Notes) then outstanding plus the Applicable Premium in effect on the date of such acceleration plus (y) accrued and unpaid interest to, but excluding, the date of such acceleration, in each case as if such acceleration were an optional redemption of the Notes so accelerated. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(h) or Section 6.01(i) (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law)), the Applicable Premium with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. If the Applicable Premium becomes due and payable, it shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the Applicable Premium) from and after the applicable triggering event, including in connection with an Event of Default specified in Section 6.01(h) or Section 6.01(i). Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages sustained by each Holder as the result of the acceleration of the Notes and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (ivTO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a breach course of conduct between the Holders and the Company giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company and expressly acknowledges that its agreement to pay the premium to the Holders as herein described is a covenant that cannot be modified or amended without material inducement to the consent of each Holder pursuant Holders to Section 10.02purchase the Notes. THE PREMIUM IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EACH ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT THE SETTLEMENT AMOUNT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j‎Section 6.01(i) or Section 6.01(k‎Section 6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section ‎Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j‎Section 6.01(i) or Section 6.01(k‎Section 6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any act on the part of the Trustee. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime, plus one percent) and such amounts due to the Trustee pursuant to Section ‎Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section ‎Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j‎Section 6.01(i) or Section 6.01(k‎Section 6.01(j) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section ‎Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and any accrued and unpaid interest, if any, Special Interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j‎Section 6.01(i) or Section 6.01(k‎Section 6.01(j) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interestSpecial Interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of interest any accrued and unpaid Special Interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of any accrued and unpaid Special Interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or ratesof Special Interest, if any, specified in borne by the Notes to the date of at such payment or deposittime, plus one percent) and such amounts due to the Trustee pursuant to Section ‎Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under #93753236v10 this Indenture, other than the nonpayment of the principal of and accrued and unpaid Special Interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section ‎Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest Special Interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events (a) After the occurrence and during the continuance of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) Default, the Requisite Purchasers or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries), unless Principal Purchaser at the principal of all direction of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), Requisite Purchasers may declare 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes then Outstanding to be due and payable immediately. If an Event of Default specified in Section ‎8.1(h) or Section ‎8.1(i) with respect to the Company occurs and is continuing, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all Notes shall automatically become due and payable. (b) Notwithstanding anything to the contrary herein, the provisions of Section ‎8.2(a), however, are subject to the conditions that if, at any time after the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained as herein provided: (i) rescission would not conflict with any judgment or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration competent jurisdiction; and (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or depositii) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all Events of Default under this IndentureAgreement, other than the nonpayment non-payment of the principal of the Notes which shall have become that became due by because of the acceleration, shall have been cured, waived, waived or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in herein, then, the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingRequisite Purchasers, by written notice to the Company and to the TrusteeCompany, may waive all Defaults or defaults and Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver (other than a default or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or an Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when requiredpay the Fundamental Change Purchase Price or Redemption Price, (iii) a failure to pay or deliver, as the case may be, the consideration number of shares of Common Stock due upon conversion of a Note, or with respect to another covenant or provision of this Agreement or the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant affected Purchaser) and may rescind and annul the declaration of acceleration resulting from such defaults or Events of Default (other than those resulting from the failure to Section 10.02pay the Fundamental Change Purchase Price or Redemption Price, to pay or deliver, as the case may be, the number of shares of Common Stock due upon conversion of a Note, or with respect to another covenant or provision of this Agreement or the Notes that cannot be modified or amended without the consent of each affected Purchaser) and their consequences; provided, however, that no such rescission or annulment will extent to or will affect any subsequent default or shall impair any right consequent on such default.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j‎Section 6.02(i) or Section 6.01(k‎Section 6.02(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.042.9 and Section 2.10 of the Base Indenture, as amended by ‎Section 3.07(b), by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j‎Section 6.02(i) or Section 6.01(k‎Section 6.02(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of plus one percent at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.067.7 of the Base Indenture, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09‎Section 6.08, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, 8.04 by written notice in writing to the Company (and the Trustee, may, and the Trustee at the request of such Holders shall, so long as such requesting Holders have offered indemnity to the Trustee if given by Holders)to its reasonable satisfaction and the Trustee has received no conflicting direction from the Holders of a majority in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, may declare 100% of the principal amount of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal amount of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul all consequences of such declaration and its consequences Default, including acceleration, and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes and pay the Fundamental Change Repurchase Price, in each case, when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration cash due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable), and subject to the Loan Subordination Agreement, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, in each case, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal amount of, and accrued and unpaid interest, if any, on, on all the Notes to be due and payable in cash immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, subject to the Loan Subordination Agreement, 100% of the principal amount of, and accrued and unpaid interest, if any, on, all Notes shall automatically become and be automatically and immediately due and payablepayable in cash without any declaration or other act on the part of the Trustee or any Holder. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable (or have become immediately due and payable), and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, if (1) the Company shall pay have paid or deliver, as the case may be, or shall deposit deposited with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon on such principal and, to the extent that such payment of such interest is enforceable under applicable law, on overdue installments of accrued and unpaid interest, at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, (2) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if (3) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall not have become due by accelerationtheir terms, shall have been cured, waived, remedied or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount the Minimum Principal Amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all existing and past Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any continuing Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest interest, if any, on, any Notes, (ii) a failure to repurchase any Notes when requiredrequired under this Indenture, or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but Company (and not any of its with respect to a Significant SubsidiariesSubsidiary)), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but Company (and not any of its with respect to a Significant Subsidiaries Subsidiary) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee Securities Administrator an amount of cash and/or shares of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee and/or to the Securities Administrator pursuant to Section 7.06, and if any and all Events of Default under this Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company Company, to the Securities Administrator and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, premium, if any and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionIf the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or during the continuance of an Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i) or Section 6.01(j)), then the amount that becomes due and payable shall include (in addition to the other amounts described in the immediately-preceding sentence) a premium equal to the Redemption Premium calculated as of the date of such acceleration or date the Notes become due prior to the Maturity Date, determined as if such acceleration or due date were a Redemption Date pursuant to a Make-Whole Redemption of the Notes under Section 16.01(c) on the date of such acceleration or due date (regardless of whether any Make-Whole Redemption would otherwise be prohibited under Section 16.01(c) as of such acceleration or due date, including, without limitation, pursuant to Section 16.04(a) or Section 16.04(b)); provided, however, that (i) solely for purposes of calculating such premium, the “Notes to be redeemed” as that term is used in the definition of Redemption Premium shall not include any Notes previously called for redemption prior to the date of such acceleration or the date the Notes became due prior to the Maturity Date, and (ii) for the avoidance of doubt, no Holder shall be entitled to the Redemption Premium on such Notes that were previously called for redemption prior to such applicable date. Any Redemption Premium (including any Redemption Premium due as a result of the immediately-preceding sentence) shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the amount of such Redemption Premium) from and after the applicable triggering event. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of any accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notespremium, and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of any accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interestsuch principal, in each case, at the then-applicable interest rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of of, premium, and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingRequisite Holders, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, premium, or any accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes (including, without limitation, any Interest Make-Whole Payment). Except as specifically provided for in this Indenture, each Holder has the right to maintain its investment in the Notes free from redemption or (iv) a breach repayment by the Company and the provision for payment of a covenant Redemption Premium in the first paragraph of this Section 6.02 by the Company in the event that canthe Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or following an Event of Default is intended to provide compensation for the deprivation of such right under such circumstances. Without limiting the generality of the foregoing, it is understood and agreed that, if the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or during the continuance of an Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i) or Section 6.01(j)), the Redemption Premium with respect to a Make-Whole Redemption of the Notes under Section 16.01(c) (regardless of whether any Make-Whole Redemption would otherwise be modified prohibited under Section 16.01(c) as of such acceleration or amended due date, including, without the consent of each Holder limitation, pursuant to Section 10.0216.04) as provided in the first paragraph of this Section 6.02 will also be due and payable and shall constitute part of the Obligations with respect to the Notes to the extent provided in such paragraph, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Company and the Holders to a reasonable calculation of each Holder’s lost profits and damages as the result thereof. Any such Redemption Premium shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption or repayment, and the Company agrees that it is reasonable under the circumstances currently existing. Such Redemption Premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether or not by the power of judicial proceeding), deed in lieu of foreclosure, court order or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAWS THAT PROHIBITS THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Redemption Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Premium shall be payable notwithstanding the then-prevailing market rates at the time redemption or repayment is made; (C) no portion of the Redemption Premium represents “unmatured interest” within the meaning of 11 U.S.C. §502(b)(2); (D) there has been a course of conduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the Redemption Premium; and (E) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Redemption Premium to Holders as herein described is a material inducement to Holders to purchase, exchange into, or otherwise accept the Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j‎Section 6.01(i) or Section 6.01(k‎Section 6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section ‎Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee at the request of such Holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, on all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j‎Section 6.01(i) or Section 6.01(k‎Section 6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of plus one percent at such payment or deposittime) and such amounts due to the Trustee pursuant to Section ‎Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section ‎Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indentureconsequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(i), Section 6.01(j) or Section 6.01(k6.01(p) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, premium, if any and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i), Section 6.01(j) or Section 6.01(k6.01(p) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionIf the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or during the continuance of an Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i), Section 6.01(j) or Section 6.01(p)), then the amount that becomes due and payable shall include (in addition to the other amounts described in the immediately-preceding sentence) a premium equal to the Structuring Fee. Any Structuring Fee shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the amount of such Structuring Fee) from and after the applicable triggering event. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of any accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notespremium, and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of any accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interestsuch principal, in each case, at the then-applicable interest rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of of, premium, and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstandingRequisite Holders, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, premium, or any accrued and unpaid interest on, any Notes, or (ii) a failure to repurchase any Notes when required. Except as specifically provided for in this Indenture, each Holder has the right to maintain its investment in the Notes free from redemption or repayment by the Company and the provision for payment of a Structuring Fee in the first paragraph of this Section 6.02 by the Company in the event that the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or following an Event of Default is intended to provide compensation for the deprivation of such right under such circumstances. Without limiting the generality of the foregoing, it is understood and agreed that, if the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or during the continuance of an Event of Default (iiiincluding, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i), Section 6.01(j) or Section 6.01(p)), the Structuring Fee as provided in the first paragraph of this Section 6.02 will also be due and payable and shall constitute part of the Obligations with respect to the Notes to the extent provided in such paragraph, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Company and the Holders to a failure reasonable calculation of each Holder’s lost profits and damages as the result thereof. Any such Structuring Fee shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption or repayment, and the Company agrees that it is reasonable under the circumstances currently existing. Such Structuring Fee shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether or not by the power of judicial proceeding), deed in lieu of foreclosure, court order or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAWS THAT PROHIBITS THE COLLECTION OF THE FOREGOING FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Structuring Fee is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Structuring Fee shall be payable notwithstanding the then-prevailing market rates at the time redemption or repayment is made; (C) no portion of the Structuring Fee represents “unmatured interest” within the meaning of 11 U.S.C. §502(b)(2); (D) there has been a course of conduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the Structuring Fee; and (E) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Structuring Fee to Holders as herein described is a material inducement to Holders to purchase, exchange into, or deliver, as otherwise accept the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j‎Section 6.01(h) or Section 6.01(k‎Section 6.01(i) with respect to the Company, but not any of its Company or a Significant SubsidiariesSubsidiary), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j‎Section 6.01(h) or Section 6.01(k‎Section 6.01(i) with respect to the Company, but not any of its Company or a Significant Subsidiaries Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable (or have become immediately due and payable), and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, remedied or otherwise remedied waived pursuant to Section 6.096.09 and (3) the Company has paid to the Trustee a sum sufficient to pay for all sums paid or advanced by the Trustee and the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and its counsel incurred in connection with such Default or Event of Default, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach Default or Event of a covenant that cannot be modified or amended without Default in respect of any provision of this Indenture, the modification of which requires the consent of each Holder pursuant to Section 10.02of a Note.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.048.02, by notice in writing to the Company (and to the Trustee if given may, and the Trustee at the request of such Holders accompanied by Holders)security and/or indemnity satisfactory to the Trustee and otherwise subject to the limitations set forth in the Indenture, may shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, notwithstanding anything contained in this the Indenture or in the Notes contained to the contrary notwithstandingcontrary. If an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, interest on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any action on the part of the Trustee. This provisionIf an Event of Default occurs and is continuing, all agents of the Company appointed under the Indenture will be required to act on the direction of the Trustee. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum in immediately available funds sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in per annum borne by the Notes to the date of such payment or depositNotes) and such amounts due to the Trustee pursuant to Section 7.0611.01 of the Base Indenture, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, or otherwise remedied cured pursuant to Section 6.096.02 or waived pursuant to Section 6.10, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul any such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company and not, for the avoidance of doubt, solely the Company, but not any of its Significant ’s Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable immediately. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Issuer or any of its Significant Specified Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company Issuer (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this the Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.02(i) or Section 6.01(k6.02(j) with respect to the Company, but not Issuer or any of its Significant Specified Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company Issuer shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interest, such principal at the rate or rates, if any, specified in borne by the Notes to the date of plus one percent at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.067.07, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, waived or otherwise remedied pursuant to Section 6.096.10, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company Issuer and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j5.02(i) or Section 6.01(k5.02(j) with respect to the Company, but Company (and not any of its solely with respect to a Significant Subsidiaries), unless the principal of all Subsidiary of the Notes shall have already become due and payableCompany or a group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)), either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee, may, and the Trustee if given by Holders)at the request of such Holders shall, may declare 100% of the principal of, amount of and accrued and unpaid interest, if any, on, on all the Notes to be immediately due and payable immediatelypayable, and upon any such declaration the same such principal and accrued and unpaid interest, if any, shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstandingpayable immediately. If an Event of Default specified in Section 6.01(j5.02(i) or Section 6.01(k5.02(j) occurs with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company or a group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company), but not any 100% of its Significant Subsidiaries occurs and is continuing, the principal of, amount of and accrued and unpaid interest, if any, on, all on the Notes shall automatically become and be automatically and immediately due and payable. This provision, however, is subject to payable without any declaration or other act on the condition that if, at any time after the principal part of the Notes shall have been so declared due and payable, and before Trustee or any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all Events of Default under this Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holder. The Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default rescind and annul any such acceleration with respect to the Notes (except with respect to nonpayment of the principal of and rescind accrued and annul such declaration unpaid interest, if any, on the Notes; with respect to a Default in respect of a provision that under Section 9.03 of the Base Indenture and Section 8.02 cannot be amended without the consent of each affected Holder; and with respect to the failure to deliver the consideration due upon conversion of the Notes) and its consequences if: (a) rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (b) any and such Default shall cease to exist, and any Event all Events of Default arising therefrom under the Indenture with respect to the Notes, other than the nonpayment of the principal of and interest on the Notes that have become due solely by such declaration of acceleration, shall be deemed to have been cured for every purpose of this Indenture; but no or waived as described herein. No such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee at the request of such Holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(h) or Section 6.01(k6.01(i) with respect to the Company, but not any of its Significant Subsidiaries Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any declaration or other act on the part of the Trustee or any Holder. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay and if (1) rescission would not conflict with any judgment or deliver, as the case may be, or shall deposit with the Trustee an amount decree of cash and/or shares a court of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of competent jurisdiction and (2) any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may may, and the Trustee at the request of such Holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company, but not any of its Significant Subsidiaries occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all Notes shall be automatically and immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock sufficient to pay all matured installments of interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if any and all Events of Default under this Indenture, other than the nonpayment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived, or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and any accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k) with 6.01(j)with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payable. This provisionThe immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of any accrued and unpaid interest upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with interest upon such principal and, on overdue installments of any accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on overdue installments of interestsuch principal, in each case, at the then-applicable interest rate or rates, if any, specified in borne by the Notes to the date of at such payment or deposittime) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee, may, and the Trustee if given by Holdersat the request of such Holders shall (subject to being indemnified and/or secured and/or pre-funded to its satisfaction), may declare 100% of the principal of, and accrued and unpaid interestSpecial Interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, notwithstanding anything contained in this Indenture or in the Notes contained to the contrary notwithstandingcontrary. If an Event of Default specified in Section 6.01(j6.01(i) or Section 6.01(k6.01(j) with respect to the Company, but not Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interestSpecial Interest, if any, on, all Notes shall become and shall automatically be automatically and immediately due and payablepayable without any action on the part of the Trustee. This provisionIf an Event of Default occurs and is continuing, all agents of the Company appointed under this Indenture will be required to act on the direction of the Trustee. The immediately preceding paragraph, however, is subject to the condition conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or deliver, as the case may be, or shall deposit with the Trustee an amount of cash and/or shares of Common Stock a sum sufficient to pay all matured installments of interest accrued and unpaid Special Interest, if any, upon all the Notes, all amounts of consideration due upon the conversion of any and all converted Notes, Notes and the principal of any and all Notes which that shall have become due otherwise than by acceleration (with no interest upon accruing on any overdue principal and Special Interest, if any, unless Special Interest is payable pursuant to this Indenture on the required payment date, in which case such principal and, amounts will accrue interest per annum at the then-applicable Special Interest rate plus one percent from the required payment date and to the extent that payment Special Interest remains payable pursuant to this Indenture, subject to the enforceability of such interest is enforceable under pursuant to applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid Special Interest, if any, on Notes which that shall have become due solely by such acceleration, shall have been cured, waived, cured or otherwise remedied waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest Special Interest, if any, on, any Notes, (ii) a failure to repurchase any Notes when required, required or (iii) a failure to pay or deliver, as the case may be, deliver the consideration due upon conversion of the Notes or (iv) a breach of a covenant that cannot be modified or amended without the consent of each Holder pursuant to Section 10.02Notes.