Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company), 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, of 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. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the 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 immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and 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 uncured 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 6.09, 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 or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration; Rescission and Annulment. (a) If one or more Events an Event of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) hereof or Section 6.01(j) hereof with respect to the Company)) occurs and is continuing, unless the principal of all and is known to a Responsible Officer of the Notes shall have already become due and payableTrustee, 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, of and accrued and unpaid interest oninterest, if any, 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. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) 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, on all Notes shall automatically become and shall automatically be immediately due and payable. The immediately preceding paragraph. (b) Notwithstanding anything to the contrary herein, the provisions of Section 6.02(a), however, is are subject to the conditions that if, at any time after the principal or interest of of, and accrued and unpaid interest, if any, on, the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter herein provided, : (i) the Company shall pay pays or shall deposit delivers, as the case may be, or deposits with the Trustee a sum an amount of cash and the number of Common Shares, if any (solely to settle outstanding conversions), sufficient to pay all matured installments of accrued and unpaid interest upon all Notes the Notes, all cash and Common Shares, 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 that which shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest such principal and, to the extent that payment of such interest is enforceable under applicable law, and on such principal overdue installments of interest, at the rate borne by or rates, if any, specified in the Notes at to the date of such time) 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; (1ii) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; and (2iii) any and all existing Events of Default under this Indenture, other than the uncured nonpayment non-payment of the principal of and accrued and unpaid interest, if any, on the Notes that shall have become became due solely by such because of the acceleration, shall have been cured cured, waived or waived pursuant to Section 6.09, then and in every such case (except otherwise remedied 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 (including failure to pay the Fundamental Change Repurchase Purchase Price or Redemption Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay and/or or deliver, as the case may be, the consideration amount of cash, Common Shares or combination of cash and Common Shares due upon conversion of a Note, or with respect to another covenant or provision of the NotesIndenture that cannot be modified or amended without the consent of each 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 pay the Fundamental Change Purchase Price or Redemption Price, to pay or deliver, as the case may be, the amount of cash, Common Shares or combination of cash and Common Shares 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, 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. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the CompanyCompany 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, of 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. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the 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 immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such principal to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and 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 uncured 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 6.09, 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 (NY) 27961/684/INDENTURE/WMGI.indenture.doc 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 or (iii) a failure to pay and/or deliver, as the case may be, the consideration cash due upon conversion of the Notes.

Acceleration; Rescission and Annulment. (a) If one or more Events an Event of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company)) occurs and is continuing with respect to the Company, unless then in every such case (except as provided in the principal of all of the Notes shall have already become due and payable, either immediately following paragraph) the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Notes then outstanding determined in accordance with Section 8.04may declare the principal of and accrued and unpaid interest on all such Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), may declare 100% of the principal of, premium, if any, of and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same such principal and all accrued interest thereon (including any Additional Interest) shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company occurs and is continuingoccurs, 100% of the principal of, and accrued and unpaid interest, if any, interest (including any Additional Interest) on, all of the Notes shall become and shall automatically be immediately due and payablepayable without any declaration or other Act of the Holders or any act on the part of the Trustee. (b) Notwithstanding the foregoing, to the extent the Company’s elects, the sole remedy for an Event of Default specified in Section 6.01(f) relating to failure by the Company to comply with its obligations pursuant to Section 4.02 or Section 4.07 (the “Company’s Filing Obligations”), shall, for the first 180 days after the occurrence of such Event of Default (which will be the 61st calendar day after written notice is provided to the Company of the Default pursuant to Section 6.01(f)), consist exclusively of the right to receive Additional Interest at a rate equal to (i) 0.25% per annum of the principal amount of the outstanding Notes for each day during the 90-day period beginning on, and including the occurrence of such an Event of Default during which such Event of Default is continuing and (ii) 0.50% per annum of the principal amount of the outstanding Notes for each day during the 90-day period beginning on, and including the 91st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing. On the 181st calendar day immediately following such Event of Default (if the Event of Default relating to the Company’s Filing Obligations is not cured or waived prior to such 181st day), the Notes will be subject to acceleration as provided in Section 6.02(a). This provision will not affect the rights of Holders in the event of the occurrence of any other Event of Default. Such Additional Interest, if so elected by the Company pursuant to this paragraph, shall be payable in the same manner and on the same dates as stated interest payable on the Notes. The Company may make such election by notifying, in the manner provided for in Section 14.01, the Trustee, the Paying Agent and the Holders of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Notes will be immediately preceding paragraphsubject to acceleration as provided herein. If Additional Interest has been paid by the Company directly to the Persons entitled to such Additional Interest, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment. In the event the Company does not elect to pay such Additional Interest or the Company elects to make such payment but does not pay such Additional Interest when due, the Notes will be immediately subject to acceleration as provided in Section 6.02(a). Any Additional Interest payable pursuant to this Section 6.02(b) will be in addition to any Additional Interest payable pursuant to Section 4.03. (c) This Section 6.02, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest (including any Additional Interest) upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and any Additional Interest (to the extent that payment of such interest is enforceable under applicable law, ) and on such principal at the rate borne by the Notes at during the period of such timeDefault) and 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 IndentureDefaults with respect to such Notes, other than the uncured nonpayment of the principal of and accrued and unpaid interest, if any, interest on such Notes that shall have become due solely by such accelerationacceleration or failure to deliver the consideration due upon conversion, shall have been cured or waived pursuant to Section 6.096.04, 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 Notes, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes Notes, subject to Section 6.04, 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 No rescission or annulment referred to the contrary herein, no such waiver or rescission and annulment shall extend to or above shall affect any subsequent 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, impair any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion of the Notesright consequent thereon.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i6.01(j) or Section 6.01(j6.01(k) with respect to the Company), 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, of and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable immediatelypayable, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(i6.01(j) or Section 6.01(j6.01(k) with respect to the 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 immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and 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 uncured 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 6.09, 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 #92449509v11 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 or redeem any Notes when required or (iii) a failure to pay and/or or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration; Rescission and Annulment. (a) If one or more Events an Event of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company), unless the principal of all of the Notes shall have already become due ) occurs and payableis continuing, 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, by notice in writing to the Company (and to the Trustee if given by Holders), Outstanding may declare 100% of the principal of, premium, if any, of and accrued and unpaid interest oninterest, if any, 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. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company occurs and is continuingoccurs, 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 this Indenture, if, at any time after the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest 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 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 shall deposit deposits with the Trustee a sum the amount of cash sufficient to pay all matured installments of accrued principal and unpaid interest upon all Notes the Notes, and the principal of any and accrued and unpaid interest, if any, on all Notes that which shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest such principal and, to the extent that payment of such interest is enforceable under applicable law, and on such principal overdue installments of interest, at the rate borne by or rates, if any, specified in the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06date of such payment or deposit), and if such amount as shall be sufficient to pay the Trustee its compensation and reimburse the Trustee for its reasonable expenses, disbursements and advances (1including 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 jurisdiction; and (2iii) any and all existing Events of Default under this Indenture, other than the uncured nonpayment non-payment of the principal of and accrued and unpaid interest, if any, on the Notes that shall have become became due solely by such because of the acceleration, shall have been cured cured, waived or waived pursuant to Section 6.09, then and in every such case (except otherwise remedied 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, or any Additional Amounts with respect to, any Notes), (b) the Company’s failure to deliver the Settlement Amounts due upon conversion of any Note 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, or any Additional Amounts with respect to, any Notes), (y) the Company’s failure to deliver the Settlement Amounts due upon conversion of any Note 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 (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 or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion of the NotesDefault.

Acceleration; Rescission and Annulment. (a) If one or more Events an Event of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company), unless the principal of all of the Notes shall have already become due ) occurs and payableis continuing, 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), Outstanding may declare 100% of the principal of, premium, if any, of and accrued and unpaid interest oninterest, if any, 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. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company occurs and is continuingoccurs, 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 this Indenture, if, at any time after the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest 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 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 shall deposit deposits with the Trustee a sum the amount of cash sufficient to pay all matured installments of accrued principal and unpaid interest upon all Notes the Notes, and the principal of any and accrued and unpaid interest, if any, on all Notes that which shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest such principal and, to the extent that payment of such interest is enforceable under applicable law, and on such principal overdue installments of interest, at the rate borne by or rates, if any, specified in the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06date of such payment or deposit), and if such amount as shall be sufficient to pay the Trustee its compensation and reimburse the Trustee for its reasonable expenses, disbursements and advances (1including 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 jurisdiction; and (2iii) any and all existing Events of Default under this Indenture, other than the uncured nonpayment non-payment of the principal of and accrued and unpaid interest, if any, on the Notes that shall have become became due solely by such because of the acceleration, shall have been cured cured, waived or waived pursuant to Section 6.09, then and in every such case (except otherwise remedied 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 or Redemption Price) of, or any interest on, any Notes), (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note 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 or Redemption Price) of, or any interest on, any Notes), (y) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note 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 (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 or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion of the NotesDefault.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company), 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, of and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable immediatelypayable, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the 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 immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and 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 uncured 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 6.09, 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 or redeem any Notes when required or (iii) a failure to pay and/or (and deliver, as the case may be, if applicable) the consideration due upon conversion of the Notes.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i‎Section 6.01(j) or Section 6.01(j‎Section 6.01(k) with respect to the Company), 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 declare 100% of the principal of, premium, if any, of and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable immediatelypayable, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(i‎Section 6.01(j) or Section 6.01(j‎Section 6.01(k) with respect to the 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 immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and 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 uncured 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 ‎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 or (iii) a failure to pay and/or or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration; Rescission and Annulment. If one or more Events an Event of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i6.01(h), (i) or Section 6.01(j(j)) with respect occurs and is continuing, then and in every such case the Trustee, by notice to the Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04Securities outstanding, by 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, of and accrued and unpaid interest oninterest, if any, on all the Notes Securities to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(i6.01(h), (i) or Section 6.01(j(j) with respect to the Company occurs and is continuing, 100% of then the principal of, premium, if any, and accrued and unpaid interest, if any, on, on all Notes the Securities shall automatically become and shall automatically be immediately due and payablepayable without any declaration or other act on the part of the Trustee or any Holder. The immediately preceding paragraph, however, is subject Company will deliver to the conditions that ifTrustee, at within 10 days after the occurrence thereof, notice of any default or acceleration referred to in Sections 6.01(d) and 6.01(e). At any time after the principal or interest 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 monies money due shall have has been obtained or entered by the Trustee as hereinafter in this Article provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and 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 uncured 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 6.09, 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 Securities 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 if: (a) the Company has paid or deposited, or caused to be paid or deposited, with the Trustee a sum sufficient to pay (1) all overdue interest (including Additional Interest) on all Securities, (2) the principal of (and premium, if any, on) any Securities that has become due otherwise than by such Default shall cease declaration of acceleration and interest thereon at the rate borne by the Securities, (3) to existthe extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, and (4) all sums paid or advanced by the Trustee hereunder and any Event the reasonable compensation, expenses, disbursements and advances of Default arising therefrom shall be deemed to the Trustee, its agents and counsel; and (b) all Events of Default, other than the non-payment of principal of the Securities which have become due solely by such declaration of acceleration, have been cured for every purpose of this Indenture; but no or waived as provided in Section 6.04. 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 to the contrary hereinpreceding paragraph, no such waiver or rescission and annulment shall extend to or shall affect any Default or in the event of a declaration of acceleration in respect of the Securities because an Event of Default resulting from specified in Section 6.01(e) shall have occurred and be continuing, such declaration of acceleration shall be automatically 42 annulled if the Indebtedness that is the subject of such Event of Default (i1) is Indebtedness in the nonpayment form of an operating lease entered into by the principal (including the Fundamental Change Repurchase PriceCompany or its Subsidiaries after May 21, if applicable) of1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10, or accrued and unpaid interest on, any Notessubsequent pronouncement having similar effect, (ii2) a failure to repurchase any Notes when required has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and (iii3) a failure to pay and/or deliverwritten notice of such discharge or rescission, as the case may be, shall have been given to the consideration due upon conversion Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the NotesSecurities, and no other Event of Default has occurred during such 30 day period which has not been cured or waived during such period.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i6.01(j) or Section 6.01(j6.01(k) with respect to the Company), 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, of and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable immediatelypayable, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(i6.01(j) or Section 6.01(j6.01(k) with respect to the 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 immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and 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 uncured 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 6.09, 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 or redeem any Notes when required or required, (iii) a failure to pay and/or or deliver, as the case may be, the consideration due upon conversion of the NotesNotes or (iv) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected.

Acceleration; Rescission and Annulment. (a) If one or more Events an Event of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) hereof or Section 6.01(j) hereof with respect to the Company)) occurs and is continuing, unless the principal of all and is known to a Responsible Officer of the Notes shall have already become due and payableTrustee, either the Trustee by notice to the Company, or the Holders of at least twenty-five percent (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 one hundred percent (100% %) of the principal of, premium, if any, of and accrued and unpaid interest oninterest, if any, 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. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company occurs and is continuing, one hundred percent (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 Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter herein provided, : (i) the Company shall pay pays or shall deposit delivers, as the case may be, or deposits with the Trustee a sum an amount of cash and the number of Common Shares, if any (solely to settle outstanding conversions), sufficient to pay all matured installments of accrued and unpaid interest upon all Notes the Notes, all cash and Common Shares, 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 that which shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest such principal and, to the extent that payment of such interest is enforceable under applicable law, and on such principal overdue installments of interest, at the rate borne by or rates, if any, specified in the Notes at to the date of such time) 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; (1ii) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; and (2iii) any and all existing Events of Default under this Indenture, other than the uncured nonpayment non-payment of the principal of and accrued and unpaid interest, if any, on the Notes that shall have become became due solely by such because of the acceleration, shall have been cured cured, waived or waived pursuant to Section 6.09, then and in every such case (except otherwise remedied 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 (including failure to pay the Fundamental Change Repurchase Purchase Price or Redemption Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay and/or or deliver, as the case may be, the consideration amount of cash or combination of cash and Common Shares due upon conversion of a Note, or with respect to another covenant or provision of the NotesIndenture that cannot be modified or amended without the consent of each 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 pay the Fundamental Change Purchase Price or Redemption Price, to pay or deliver, as the case may be, the amount of cash or combination of cash and Common Shares 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, 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. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i6.01(j) or Section 6.01(j6.01(k) with respect to the Company), 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, of and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable immediatelypayable, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(i6.01(j) or Section 6.01(j6.01(k) with respect to the 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 immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and 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 uncured 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 6.09, 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 or (iii) a failure to pay and/or or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration; Rescission and Annulment. (a) If one or more Events an Event of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company), unless the principal of all of the Notes shall have already become due ) occurs and payableis continuing, 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), Outstanding may declare 100% of the principal of, premium, if any, of and accrued and unpaid interest oninterest, if any, 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. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company occurs and is continuingoccurs, 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 this Indenture, if, at any time after the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest 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 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 shall deposit deposits with the Trustee a sum the amount of cash sufficient to pay all matured installments of accrued principal and unpaid interest upon all Notes the Notes, and the principal of any and accrued and unpaid interest, if any, on all Notes that which shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest such principal and, to the extent that payment of such interest is enforceable under applicable law, and on such principal overdue installments of interest, at the rate borne by or rates, if any, specified in the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06date of such payment or deposit), and if such amount as shall be sufficient to pay the Trustee its compensation and reimburse the Trustee for its reasonable expenses, disbursements and advances (1including 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 jurisdiction; and (2iii) any and all existing Events of Default under this Indenture, other than the uncured nonpayment non-payment of the principal of and accrued and unpaid interest, if any, on the Notes that shall have become became due solely by such because of the acceleration, shall have been cured cured, waived or waived pursuant to Section 6.09, then and in every such case (except otherwise remedied 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 pay or deliver the Settlement Amounts due upon conversion of any Note 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 pay or deliver the Settlement Amounts due upon conversion of any Note 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 (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 or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion of the NotesDefault.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i6.01(h) or Section 6.01(j6.01(i) with respect to the Company), 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, of 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. If an Event of Default specified in Section 6.01(i6.01(h) or Section 6.01(j6.01(i) with respect to the 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 immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and 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 uncured 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 6.09, 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 or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration; Rescission and Annulment. (a) If one or more Events an Event of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company), unless the principal of all of the Notes shall have already become due ) occurs and payableis continuing, 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), Outstanding may declare 100% of the principal of, premium, if any, of and accrued and unpaid interest oninterest, if any, 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. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company occurs and is continuingoccurs, 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 this Indenture, if, at any time after the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest 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 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 shall deposit deposits with the Trustee a sum the amount of cash sufficient to pay all matured installments of accrued principal and unpaid interest upon all Notes the Notes, and the principal of any and accrued and unpaid interest, if any, on all Notes that which shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest such principal and, to the extent that payment of such interest is enforceable under applicable law, and on such principal overdue installments of interest, at the rate borne by or rates, if any, specified in the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06date of such payment or deposit), and if such amount as shall be sufficient to pay the Trustee its compensation and reimburse the Trustee for its reasonable expenses, disbursements and advances (1including 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 jurisdiction; and (2iii) any and all existing Events of Default under this Indenture, other than the uncured nonpayment non-payment of the principal of and accrued and unpaid interest, if any, on the Notes that shall have become became due solely by such because of the acceleration, shall have been cured cured, waived or waived pursuant to Section 6.09, then and in every such case (except otherwise remedied as provided in the immediately succeeding sentence) herein, then, the Holders of a at least 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, or any interest on, any Notes), (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note 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, or any interest on, any Notes), (y) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note 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 (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 or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion of the NotesDefault.